Bareboat Chareter

                                                                                        EXHIBIT
    10.4
    
      	
              1.
                Shipbroker

               

              N/A

            	
              EXECUTION

              THE
                BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD BAREBOAT
                CHARTER CODE NAME: "BARECON 89"PART
                1 

            
	 	
              2.
                Place and date: New York, NY, as of January 24, 2007

            
	
              3.
                Owners/Place of business

              Rushmore
                Shipping LLC

              Trust
                Company Complex

              Ajeltake
                Road

              Ajeltake
                Island

              Majuro,
                Marshall Islands MH96960

            	
              4.
                Bareboat charterers (Charterers)/Place of Business

              Beekman
                Shipping Corp.

              Trust
                Company Complex

              Ajeltake
                Road

              Ajeltake
                Island

              Majuro,
                Marshall Islands MH96960

            
	
              5.
                Vessel's name, Call Sign and Flag (Cl.9(c)) 

              LAGUNA
                BELLE, Call Sign DYOZ, Philippine Bareboat Charter Registry (Panamanian
                Underlying Registry)

            
	
              6.
                Type of Vessel: Multipurpose Dry Cargo and Container

            	
              7.
                GRT/NRT: 19,354 / 9,614

            
	
              8.
                When/Where built: 

              1996/Dalian
                S.B. Heavy Industries Co., Ltd

            	
              9.
                Total DWT (abt.) 29,516

            
	
              10.
                Class (Cl. 9): Lloyds Register, or such other classification society
                approved by Owner

            	
              11.
                Date of last special survey by the Vessel's classification
                society

              May
                4, 2006.

            
	
              12.
                Further particulars of Vessel (also indicate number of months' validity
                of
                class certificates agreed acc. to Cl. 14)

               

              Gross
                Tonnage: 19,354.00 

              Net
                Tonnage: 9,614.00

              Length:
                173.19 M

              Breadth:
                26.00

              Depth:
                14.40

              Class
                certificate validity upon redelivery: Six (6) months 

            
	
               

              13.
                Port or Place of delivery (Cl. 2)

               

              Wherever
                located at time of Closing

            	
               

              14.
                Time for delivery (Cl. 3)

              No
                later than January 31, 2007

            	
               

              15.
                Cancelling date (Cl.4) February 1, 2007

            
	 	
               

              16.
                Port or Place of redelivery (Cl. 14): Worldwide in Owner’s
                option

            
	
               

              17.
                Running days' notice if other than stated in Cl. 3

              N/A

            	
               

              18.
                Frequency of dry-docking if other than stated in Cl. 9(f)

               

              As
                per Class and flag requirements

            
	
               

              19.
                Trading Limits (Cl. 5): Worldwide, subject to Clause 5 and Rider
                Clause
                45

               

            
	
               

              20.
                Charter period

              84
                months from the date of delivery under this Charter

            	
               

              21.
                Charter hire (C1. 10) 

              See
                Rider Clause 31 

            
	
               

              22.
                Rate of interest payable acc. to Cl. 10(f) and, if applicable, acc.
                to
                PART IV. Twelve percent (12%) per annum

            	
               

              23.
                Currency and method of payment (Cl. 10)

               

              US
                DOLLARS - by wire transfer

               

            


    

    



    


    "BARECON
      89" STANDARD BAREBOAT CHARTER

    (continued)PART
      1

     

    
      	
               

              24.
                Place of payment; also state beneficiary and bank account (Cl. 10).
                See
                Schedule II

               

            	
               

              25.
                Bank guarantee/bond (sum and place) (Cl. 22) (optional)
                N/A

            
	
               

              26.
                Mortgage(s), if any, (state whether Cl. 11(a) or (b) applies, state
                date
                of Mortgage and name of Mortgagee(s)/Place of business) (Cl. 11).
                Clause
                11 (b) applies. Mortgage dated January , 2007 in favor of DVB Bank
                America
                N.V, Zeelandia Office Park, Kaya W.F.G. Mensing 14, Curacao, Netherland
                Antilles. 

            	
               

              27.
                Insurance (marine and war risks) (state value acc. to Cl. 12(f) or,
                if
                applicable, acc. to Cl. 13(k) (also state if Cl. 13 applies): See
                Rider
                Clause 33

            
	
               

              28.
                Additional insurance cover, if any, for Owners' account limited to
                (Cl.
                12(b)) or, if applicable, (Cl. 13(g)). N/A

               

            	
               

              29.
                Additional insurance cover, if any, for Charterers' account limited
                to
                (Cl. 12(b)) or, if applicable, (Cl. 13(g))

              See
                Rider Clause 33

            
	
               

              30.
                Latent defects (only to be filled in if period other than stated
                in Cl. 2)
                N/A

            	
               

              31.
                War cancellation (indicate countries agreed)(Cl. 24)

              See
                Clause 24, and Rider Clause 33

            
	
               

              32.
                Brokerage commission and to whom payable (Cl. 25)

               

              N/A

            
	
               

              33.
                Law and arbitration (state 26.1., 26.2., or 26.3. agreed, also state
                place
                of arbitration)(Cl. 26): New York Law. New York arbitration per Clause
                26.2

            	
               

              34.
                Number of additional clauses covering special provisions, if
                agreed

              Rider
                Clauses 27 - 53 

            
	
               

              35.
                Newbuilding Vessel (indicate with "yes" or "no" whether Part III
                applies):
                No

            	
               

              36.
                Name and place of Builders: 

               

              N/A

            
	
               

              37.
                Vessel's Yard Building No. : N/A

            	
               

              38.
                Date of Building Contract : N/A

            
	
               

              39.
                Hire/Purchase agreement (indicate with "yes" or "no" whether Part
                IV
                applies) (optional):
                No

            	
               

              40.
                Bareboat Charter Registry
                (indicate with "yes" or "no" whether Part V applies)
                (optional):
                Yes

            
	
               

              41.
                Flag and Country of the Bareboat Charter Registry (only
                to be filled in if Part V applies):
                Philippine Flag/Philippines

               

            	
               

              42.
                Country of the Underlying Registry (only
                to be filled in if Part V applies):
                Panama

               

            


    

    


    PREAMBLE.
      - It is mutually agreed that this Contract shall be performed subject to the
      conditions contained in this Charter which shall include PART I, PART II and
      the
      Rider Clauses. In the event of a conflict of conditions, the provisions of
      PART
      I and the Rider Clauses shall prevail over those of PART II to the extent of
      such conflict but no further. It
      is further mutually agreed that PART III and/or PART IV and/or PART V shall
      only
      apply and shall only form part of this Charter if expressly agreed and stated
      in
      the Boxes 35, 39 and 40. If PART III and/or PART IV and/or PART V apply, it
      is
      further mutually agreed that in the event of a conflict of conditions, the
      provisions of PART I and PART II shall prevail over those of PART III and/or
      PART IV and/or PART V to the extent of such conflict but no
      further.

     

    
      	
               

              Initials
                (Owners)

               

               

               

              (See
                Execution Page)

               

              RUSHMORE
                SHIPPING LLC

               

            	
               

              Initials
                (Charterers) Initials (Guarantor)

               

               

               

              (See
                Execution Page) (See Execution Page)

               

              BEEKMAN
                SHIPPING CORP. TBS INTERNATIONAL LIMITED 

               

            


    

    


    



    PART
      II

    “BARECON
      89" Standard Bareboat Charter

    


    



    
      	
              1.

            	
              Definitions 

            


    

    In
      this
      Part II of the Charter, the following terms shall have the meanings hereby
      assigned to them.

    “The
      Owners”
      shall
      mean the person or company registered as Owners of the Vessel.

    “The
      Charterers”
      shall
      mean the Bareboat charterers and shall not be construed to mean a time charterer
      or a voyage charterer.

    


    
      	
              2.

            	
              Delivery
                (not
                applicable to newbuilding vessels)

            


    

    The
      Vessel shall be delivered and taken over by the Charterers at
      the port of place
      as
      indicated in Box 13,
      in such ready berth as the Charterers may direct. The Owners shall before and
      at
      the time of delivery exercise due diligence to make the Vessel seaworthy and
      in
      every respect ready in hull, machinery and equipment for service under this
      Charter. The Vessel shall be properly documented at time of
      delivery.

    The
      delivery to the Charterers of the Vessel and the taking over of the Vessel
      by
      the Charterers shall constitute a full performance by the Owners of all the
      Owners’ obligations under Clause 2, and thereafter the Charterers shall not be
      entitled to make or assert any claim against the Owners on account of any
      conditions, representations or warranties expressed or implied with respect
      to
      the Vessel. but
      the Owners shall be responsible for repairs or renewals occasioned by latent
      defects in the Vessel, her machinery or appurtenances, existing at the time
      of
      delivery under the Charter, provided such defects have manifested themselves
      within 18 6 months after delivery unless otherwise provided in Box
      30.

    


    
      	
              3.

            	
              Time
                for Delivery
                (not
                applicable in newbuilding vessels)
                (See Box 14)

            


    

    The
      Vessel to be delivered not before the date indicated in Box 14 unless with
      the
      Charterers’ consent.

    Unless
      otherwise agreed in Box 17, the Owners to give the Charterers not less than
      30
      running days=
      preliminary and not less than 14 days=
      definite notice of the date on which the Vessel is expected to be ready for
      delivery.

    The
      Owners to keep the Charterers closely advised of possible changes in the
      Vessel=s
      position.

    


    
      	
              4.

            	
              Cancelling
                (not
                applicable to newbuilding vessels)

            


    

    Should
      the Vessel not be delivered latest by the cancelling date indicated in Box
      15,
      the Charterers to have the option of cancelling this Charter. without
      prejudice to any claim the Charterers may otherwise have on the Owners under
      the
      Charter.

    If
      it appears that the Vessel will be delayed beyond the cancelling date, the
      Owners shall, as soon as they are in a position to state with reasonable
      certainty the day on which the Vessel should be ready, give notice thereof
      to
      the Charterers asking whether they will exercise their option of cancelling,
      and
      the option must then be declared within one hundred and sixty-eight (168) hours
      of the receipt by the Charterers of such notice. If the Charterers do not then
      exercise their option of cancelling, the seventh day after the readiness date
      stated in the Owners=
      notice shall be regarded as a new cancelling date for the purpose of this
      Clause.

    


    
      	
              5.

            	
              Trading
                Limits

            


    

    The
      Vessel shall be employed in lawful trades for the carriage of suitable lawful
      merchandise within the trading limits indicated in Box 19.

    The
      Charterers undertake not to employ the Vessel or suffer the Vessel to be
      employed otherwise than in conformity with the terms of the instruments of
      insurance (including any warranties expressed or implied therein) without first
      obtaining the consent to such employment of the Insurers and complying with
      such
      requirements as to extra premium or otherwise as the Insurers may prescribe.
      If
      required, the Charterers shall keep the Owners and the Mortgagees advised of
      the
      intended employment of the Vessel.

    The
      Charterers also undertake not to employ the Vessel or suffer her employment
      in
      any trade or business which is forbidden by the law of any country to which
      the
      Vessel may sail or is otherwise illicit or in carrying illicit or prohibited
      goods or in any manner whatsoever which may render her liable to condemnation,
      destruction, seizure or confiscation.

    Notwithstanding
      any other provisions contained in this Charter it is agreed that nuclear fuels
      or radioactive products or waste are specifically excluded from the cargo
      permitted to be loaded or carried under this Charter. This exclusion does not
      apply to radio-isotopes used or intended to be used for any industrial,
      commercial, agricultural, medical or scientific purposes provided the Owners'
      prior approval has been obtained to loading thereof.

    


    


    
      	
              6.

            	
              Surveys
                (not
                applicable to newbuilding vessels)

            


    

    Survey
      on Delivery and Redelivery
      - The
      Owners and Charterers shall each appoint surveyors for the purpose of
      determining and agreeing in writing the condition of the Vessel at the time
      of
      delivery and redelivery hereunder. The Owners
      Charterers shall bear all expenses of the On-Survey including loss of time,
      if
      any, and the Charterers shall bear all expenses of the Off-Survey including
      loss
      of time, if any, at the rate of hire per day or pro rata, also including in
      each
      case the cost of any docking and undocking, if required, in connection
      herewith.

    


    
      	
              7.

            	
              Inspection
                (See also Rider Clause 38)

            


    

    Inspection
      - The
      Owners shall have the right at any time to inspect or survey the Vessel or
      instruct a duly authorized surveyor to carry out such survey on their behalf
      to
      ascertain the condition of the Vessel and satisfy themselves that the Vessel
      is
      being properly repaired and maintained. Inspection or survey in dry-dock shall
      be made only when the Vessel shall be in dry-dock for the Charterers’ purpose.
      However, the Owners shall have the right to require the Vessel to be dry-docked
      for inspection if the Charterers are not docking her at normal classification
      intervals. The fees for such inspection or survey shall in the event of the
      Vessel being found to be in the condition provided in Clause 9 of this Charter
      be payable by the Owners and shall be paid by the Charterers only in the event
      of the Vessel being found to require repairs or maintenance in order to achieve
      the condition so provided. All time taken in respect of inspection, survey
      or
      repairs shall count as time on hire and shall form part of the Charter
      period.

    The
      Charterers shall also permit the Owners to inspect the Vessel’s log books
      whenever requested and shall whenever required by the Owners furnish them with
      full information regarding any casualties or other accidents or damage to the
      Vessel. For the purpose of this Clause, the Charterers shall keep the Owners
      advised of the intended employment of the Vessel.

    


    
      	
              8.

            	
              Inventories
                and Consumable Oil and
                Stores

            


    

    A
      complete inventory of the Vessel’s entire equipment, outfit, appliances on board
      the Vessel shall be made by the Charterers in conjunction with the Owners on
      delivery and again on redelivery of the Vessel. The Owners shall at the time
      of
      redelivery take over and pay for all bunkers, lubricating oil, water and
      unbroached provisions, paints, oils, ropes and other consumable stores in the
      said Vessel at the Charterers’ last invoiced prices.

    


    
      	
              9.

            	
              Maintenance
                and Operation

            


    

    (a) The
      Vessel shall during the Charter period be in the full possession and at the
      absolute disposal for all purposes of the Charterers and under their complete
      control in every respect. The Charterers shall maintain the Vessel, her
      machinery, boilers, appurtenances and spare parts in a good state of repair,
      in
      efficient operating condition and in accordance with good commercial maintenance
      practice and, except
      as provided for in Clause 13(1),
      they
      shall keep the Vessel with unexpired classification of the class indicated
      in
      Box 10 and with other required certificate in force at all times. The Charterers
      to take immediate steps to have the necessary repairs done within a reasonable
      time, or as per class recommendation and extensions thereof, provided always
      the
      Vessel to remain in class, failing which the Owners shall have the right of
      withdrawing the Vessel from the service of the Charterers without noting any
      protest and without prejudice to any claim the Owners may otherwise have against
      the Charterers under the Charter.

    Unless
      otherwise agreed, in the event of any improvement, structural changes or
      expensive new equipment becoming necessary for the continued operation of the
      Vessel by reason of new class requirements or by compulsory legislation, same
      to
      be for the Charterers’ time and expense.
      costing more than 5 percent of the Vessel’s marine insurance value as stated in
      Box 27, then the extent, if any, to which the rate of hire shall be varied
      and
      the ratio in which the cost of compliance shall be shared between the parties
      concerned in order to achieve a reasonable distribution thereof as between
      the
      Owners and the Charterers having regard, inter alia, to the length of the period
      remaining under the Charter, shall in the absence of agreement, be referred
      to
      arbitration according to Clause 26.

    The
      Charterers are required to establish and maintain financial security or
      responsibility in respect of oil or other pollution damage as required by any
      government, including Federal, state or municipal or other division or authority
      thereof, to enable the Vessel, without penalty or charge, lawfully to enter,
      remain at, or leave any port, place, territorial or contiguous waters of any
      country, state or municipality in performance of this Charter without any delay.
      This obligation shall apply whether or not such requirements have been lawfully
      imposed by such government or division or authority thereof. The Charterers
      shall make and maintain all arrangements by bond or otherwise as may be
      necessary to satisfy such requirements at the Charterers sole expense and the
      Charterers shall indemnify the Owners against all consequences whatsoever
      (including loss of time) for any failure or inability to do so.

    TOVALOP
      SCHEME.
      (Applicable
      to oil tank vessels only).-The
      Charterers are required to enter the Vessel under the TOVALOP
      SCHEME
      or under any similar compulsory scheme upon delivery under this Charter and
      to
      maintain her so during the currency of this Charter.

    (b) The
      Charterers shall at their own expense and by their own procurement man, victual,
      navigate, operate, supply, fuel and repair the Vessel whenever required during
      the Charter period and they shall pay all charges and expenses of every kind
      and
      nature whatsoever incidental to their use and operation of the Vessel under
      this
      Charter, including any foreign general municipality and/or state taxes. The
      Master, officers and crew of the Vessel shall be the servants of the Charterers
      for all purposes whatsoever, even if for any reason appointed by the
      Owners.

    Charterers
      shall comply with the regulations regarding officers and crew in force in the
      country of the Vessel’s flag and bareboat charter registry or any other
      applicable law.

    (c) During
      the currency of this Charter, the Vessel shall retain her present name as
      indicated in Box 5 and shall remain under and fly the flag as indicated in
      Box
      5, or such other flag/bareboat charter registry acceptable to Owners. Provided,
      however, that the Charterers shall have the liberty to paint the Vessel in
      their
      own colors, install and display their funnel insignia and fly their own house
      flag. Painting and re-painting, installment and reinstallment to be for the
      Charterers' account and time used thereby to count as time on hire.

    (d) Except
      as
      permitted by Rider Clause 46, the Charterers shall make no structural changes
      in
      the Vessel or changes in the machinery, boilers, appurtenances or spare parts
      thereof without in each instance first securing the Owners’ approval thereof. If
      the Owners so agree, the Charterers shall, if the Owners so require, restore
      the
      Vessel to its former condition before the termination of the Charter. (See
      Rider
      Clause 46)

    (e) The
      Charterers shall have the use of all outfit, equipment, and appliances on board
      the Vessel at the time of delivery, provided the same or their substantial
      equivalent shall be returned to the Owners on redelivery in the same good order
      and condition as when received, ordinary wear and tear excepted.

    The
      Charterers shall from time to time during the Charter period replace such items
      of equipment as shall be so damaged or worn as to be unfit for use. The
      Charterers are to procure that all repairs to or replacement of any damaged,
      worn or lost parts or equipment be effected in such manner (both as regards
      workmanship and quality of materials) as not to diminish the value of the
      Vessel. The Charterers have the right to fit additional equipment at their
      expense and risk but the Charterers shall remove such equipment at the end
      of
      the period if requested by the Owners.

    Any
      equipment including radio equipment on hire on the Vessel at time of delivery
      shall be kept and maintained by the Charterers and the Charterers shall assume
      the obligations and liabilities of the Owners under any lease contracts in
      connection therewith and shall reimburse the Owners for all expenses incurred
      in
      connection therewith, also for any new equipment required in order to comply
      with radio regulations.

    (f) The
      Charterers shall dry-dock the Vessel and clean and paint her underwater parts
      whenever the same may be necessary, but not less than once in every eighteen
      calendar months after delivery unless otherwise agreed in Box 18.

    


    
      	
              10.

            	
              Hire
                (See
                Rider Clause 31)

            


    

    (a) The
      Charterers shall pay to the Owners for the hire of the Vessel at the lump sum
      per calendar month as indicated in Box 21 commencing on and from the date and
      hour of her delivery to the Charterers and at and after the agreed lump sum
      for
      any part of a month. Hire to continue until the date and hour when the Vessel
      is
      redelivered by the Charterers to her Owners.

    (b) Payment
      of Hire, except for the first and last month=s
      Hire, if sub-clause (c) of this Clause is applicable, shall be made in cash
      without discount every month in advance on the first day of each month in the
      currency and in the manner indicated in Box 23 and at the place mentioned in
      Box
      24.

    (c) Payment
      of Hire for the first and last month=s
      Hire if less than a full month shall be calculated proportionally according
      to
      the number of days in the particular calendar month and advance payment to
      be
      effected accordingly.

    (d) Should
      the Vessel be lost or missing, Hire to cease from the date and time when she
      was
      lost or last heard of. Any Hire paid in advance to be adjusted
      accordingly.

    (e) Time
      shall be of the essence in relation to payment of Hire hereunder. In default
      of
      payment beyond a period of five (5) Business Days, the Owners shall have the
      right to withdraw the Vessel from the service of the Charterers without noting
      any protest and without interference by any court or any other formality
      whatsoever, and shall, without prejudice to any other claim the Owners may
      otherwise have against the Charterers under the Charter, be entitled to damages
      in respect of all costs and losses incurred as a result of the Charterers’
default and the ensuing withdrawal of the Vessel.

    (f) Any
      delay
      in payment of Hire shall entitle the Owners to an interest at the rate per
      annum
      as agreed
      in Box 22. If Box 22 has not been filled in the current market rate in the
      country where the Owners have their Principal Place of Business shall
      apply.
      stated
      in Rider Clause 27 and 31.

    


    
      	
              11.

            	
              Mortgage
                (See
                Rider Clause 43)

            


    

    
      	
              *)

            	
              (a)
                Owners warrant that they have not effected any mortgage of the
                Vessel.

            


    

          *) (b) The
      Vessel chartered under this Charter will be financed by a mortgage according
      to
      the Mortgage annexed to this Charter and as stated in Box 26. By their
      counter-signature on the Mortgage, the Charterers undertake to have acquainted
      themselves with all terms, conditions and provisions of the said
      Mortgage.

    The
      Charterers undertake that they will comply with all such instructions or
      directions in regard to the employment, insurances, repairs and maintenance
      of
      the Vessel, etc. as laid down in the Mortgage or as may be directed from time
      to
      time during the currency of the Charter by the Mortgagee(s) in conformity with
      the Mortgage.

     (c) The
      Owners warrant that they have not effected any mortgage(s) other than stated
      in
      Box 26 and that they will not effect any other mortgage(s) without the prior
      consent of the Charterers, such consent not to be unreasonably
      withheld.

    
      	
              *)

            	
              (Optional
                Clauses 11(a) and 11(b) are alternatives; indicate alternative agreed
                in
                Box 26)

            


    

    


    
      	
              12.

            	
              Insurance
                and Repairs
                (See also Rider Clause 33)

            


    

    (a) During
      the Charter period the Vessel shall be kept insured by the Charterers at their
      expense against hull and machinery, marine, war and Protection and indemnity
      risks in such form as the Owners shall in writing approve which approval shall
      not be unreasonably withheld. Such hull and machinery, marine, war and P and
      I
      insurance shall be arranged by the Charterers to protect the interests of both
      the Owners and the Charterers and mortgagees (if any), and the Charterers shall
      be at liberty to protect under such insurances the interests of any managers
      they may appoint. All insurance policies shall be in the joint names of the
      Owners and the Charterers as their interests may appear.

    If
      the Charterers fail to arrange and keep any of the insurances provided for
      under
      the provisions of sub-clause (a) above in the manner described therein, the
      Owners shall notify the Charterers whereupon the Charterers shall rectify the
      position within seven running days, failing which Owners shall have the right
      to
      withdraw the Vessel from the service of the Charterers without prejudice to
      any
      claim the Owners may otherwise have against the
      Charterers.

    (a) The
      Charterers shall, subject to the approval of the Owners and the Underwriters
      effect all insured repairs and shall undertake settlement of all costs in
      connection with such repairs as well as insured charges, expenses and
      liabilities (reimbursement to be secured by the Charterers from the
      Underwriters) to the extent of coverage under the insurances herein provided
      for.

    (b) The
      Charterers also to remain responsible for and to effect repairs and settlement
      of costs and expenses incurred thereby in respect of all other repairs not
      covered by the insurances and/or not exceeding any possible franchise(s) or
      deductibles provided for in the insurances.

    All
      time used for repairs under the provisions of sub-clause (a) of this Clause
      and
      for repairs of latent defects according to Clause 2 above including any
      deviation shall count as time on hire and shall form part of the Charter
      period.

    (b) If
      the conditions of the above insurances permit additional insurance to be placed
      by the parties, such cover shall be limited to the amount for each party set
      out
      in Box 28 and Box 29, respectively. The Owners or the Charterers as the case
      may
      be shall immediately furnish the other party with particulars of any additional
      insurance effected, including copies of any cover notes or policies and the
      written consent of such insurers is necessary.

    (c) Should
      the Vessel become an actual, constructive, compromised or agreed total loss
      under the insurances required under sub-clause (a) of Clause 12, all insurance
      payments for such loss shall be paid to the Mortgagee, if any, in the manner
      described in the Mortgage, who shall distribute the moneys between themselves,
      the Owners and the Charterers according to their respective interests. The
      Charterers undertake to notify the Owners and the Mortgagee, if any, of any
      occurrences in consequence of which the Vessel is likely to become a Total
      Loss
      as defined in this Clause.

    (d) If
      the Vessel becomes an actual, constructive, compromised or agreed total loss
      under the insurances arranged by the Charterers in accordance with sub-clause
      (a) of this Clause, this Charter shall terminate as of the date of such
      loss.

    (e) The
      Owners shall, upon the request of the Charterers, promptly execute such
      documents as may be required to enable the Charterers to abandon the Vessel
      to
      insurers and claim a constructive total loss.

    (f) For
      the purpose of insurance coverage against marine and war risks under the
      provisions of sub-clause (a) of this Clause, the value of the Vessel is the
      sum
      indicated in Box 27.

    (g) In
      the event that any act of negligence of the Charterers vitiate any of the
      insurance herein provided, the Charterers shall pay to the Owners all losses
      and
      indemnify Owners against all claims and demands which would otherwise have
      been
      covered by such insurance. 

    (h) P
      + I terms of cover to be no less favorable than the cover provided by the UK
      club rule book 2001 including wreck removal provisions. Owners to be referred
      to
      as co -assured on the certificate of entry. It is hereby warranted that the
      balance of the collision liability (1/4th) is insured with a P+I Group that
      is a
      member of the international group. 

    (i) War
      cover and risk to be no less favorable than the cover provided by the Institute
      of War and Strike clause hull 1 October 1983. Owners referred as co assured
      on
      certificate of entry. Hull and Machinery insurance cover to be as per institute
      time clauses hulls and Owners referred to as co-assured on the cover
      note. 

    


    
      	
              13.

            	
              Insurance,
                Repairs and
                Classification

            


    

    (Optional,
      only to apply if expressly agreed and stated in Box 27, in which event Clause
      12
      shall be considered deleted).

    (a)
      During the Charter period the Vessel shall be kept insured by the Owners at
      their expense against marine and war risks under the form of policy or policies
      attached hereto. The Owners and/or insurers shall not have any right of recovery
      or subrogation against the Charterers on account of loss of or any damage to
      the
      Vessel or her machinery or appurtenances covered by such insurance, or on
      account of payments made to discharge claims against or liabilities of the
      Vessel or the Owners covered by such insurance. All insurance policies shall
      be
      in the joint names of the Owners and the Charterers as their interests may
      appear.

    (b)
      During the Charter period the Vessel shall be kept insured by the Charterers
      at
      their expense against Protection and Indemnity risks in such form as the Owners
      shall in writing approve which approval shall not be unreasonably withheld.
      If
      the Charterers fail to arrange and keep any of the insurances provided for
      under
      the provisions of sub-clause (b) in the manner described therein, the Owners
      shall notify the Charterers whereupon the Charterers shall rectify the position
      within even running days, failing which the Owners shall have the right to
      withdraw the Vessel from the service of the Charterers without prejudice to
      any
      claim the Owners may otherwise have against the Charterers without prejudice
      to
      any claim the Owners may otherwise have against the
      Charterers.

    (c)
      In the Event that any act or negligence of the Charterers shall vitiate any
      of
      the insurance herein provided, the Charterers shall pay to the Owners all losses
      and indemnify the Owners against all claims and demands which would otherwise
      have been covered by such insurance.

    (d)
      The Charterers shall, subject to the approval of the Owners or Owners'
      Underwriters, effect all insured repairs, and the Charterers shall undertake
      settlement of all miscellaneous expenses in connection with such repairs as
      well
      as all insured charges, expenses and liabilities, to the extent of coverage
      under the insurances provided for under the provisions of sub-clause(a) of
      this
      Clause. The Charterers to be secured reimbursement through the Owners'
      Underwriters for such expenditures upon presentation of
      accounts.

    (e)
      The Charterers to remain responsible for and to effect repairs and settlement
      of
      costs and expense incurred thereby in respect of all other repairs not covered
      by the insurances and/or not exceeding any possible franchise(s) or deductibles
      provided for in the insurances.

    (f)
      All time used for repairs under the provisions of sub-clause (d) and (e) of
      this
      Clause and for repairs of latent defects according to Clause 2 above, including
      any deviation, shall count as time on hire and shall form part of the Charter
      period.

    The
      Owners shall not be responsible for any expense as are incident to the use
      and
      operation of the Vessel for such time as may be required to make such
      repairs.

    (g)
      If the conditions of the above insurances permit additional insurance to be
      placed by the parties such cover shall be limited to the amount for each party
      set out in Box 28 and Box 29, respectively. The Owners of the Charterers as
      the
      case may be shall immediately furnish the other party with particulars of any
      additional insurance effected, including copies of any cover notes or policies
      and the written consent of the insurers of any such required insurance in any
      case where the consent of such insurers is necessary.

    (h)
      Should the Vessel become an actual, constructive, compromised or agreed total
      loss under the insurances required under sub-clause (a) of this Clause, all
      insurance payments for such loss shall be paid to the Owners, who shall
      distribute the moneys between themselves and the Charterers according to their
      respective interests.

    (i)
      If the Vessel becomes an actual, constructive, compromised or agreed total
      loss
      under the insurances arranged by the Owners in accordance with sub-clause (a)
      of
      this Clause, this Charter shall terminate as of the date of such
      loss.

    (j)
      The Charterers shall upon the request of the Owners, promptly execute such
      documents as may be required to enable the Owners to abandon the Vessel to
      Insurers and claim a constructive total loss.

    (k)
      For the purpose of insurance coverage against marine and war risks under the
      provisions of sub-clause (a) of this Clause, the value of the Vessel is the
      sum
      indicated in Box 27.

    (l)
      Notwithstanding anything contained in Clause 9(a), it is agreed that under
      the
      provisions of Clause 13, if applicable, the Owners shall keep the Vessel with
      unexpired classification in force at all times during the Charter
      period.

    


    
      	
              14.

            	
              Redelivery
                (See also Rider Clause 49)

            


    

    Unless
      the Charterers exercise the Call Option in accordance with Rider Clause 42,
      the
      Charterers shall at the expiration of the Charter period redeliver the Vessel
      at
      a safe and ice-free port or place as indicated in Box 16. The Charterers shall
      give the Owners not less than 30 running days’ preliminary and not less than 14
      days’ definite notice of expected date,
      range of ports of redelivery or port or place of redelivery.
      Any
      changes thereafter in Vessel’s position shall be notified immediately to the
      Owners.

    Should
      the Vessel be ordered on a voyage by which the Charter period may be exceeded
      the Charterers to have the use of the Vessel to enable them to complete the
      voyage, provided it could be reasonably calculated that the voyage would allow
      redelivery about the time fixed for the termination of the Charter.

    The
      Vessel shall be redelivered to the Owners in the same or as good structure,
      state, condition and class as that in which she was delivered, fair wear and
      tear not affecting class excepted.

    The
      Vessel upon redelivery shall have her survey cycles up to date and class
      certificates valid, without condition or recommendation of class, as at the
      time
      of delivery,for at least the number of months agreed in Box 12.

    


    
      	
              15.

            	
              Non-Lien
                and Indemnity

            


    

    The
      Charterers will not suffer, nor permit to be continued, any lien or encumbrance
      incurred by them or their agents, which might have priority over the title
      and
      interest of the Owners in the Vessel or the lien of the Mortgage on the Vessel.
      In addition, the Charterers acknowledge and agree that any lien on the Vessel
      they may now or hereafter have is and shall be subject and subordinate to the
      lien of the Mortgage on the Vessel.

    The
      Charterers further agree to fasten to the Vessel in a conspicuous place and
      to
      keep so fastened during the Charter period a notice reading as
      follows:

    “Neither
      Filscan Shipping Inc., nor Beekman Shipping Corp., nor any Charterer, nor the
      Master has any right, power or authority to create, incur or permit to be
      imposed on the Vessel any lien whatsoever.”

    The
      Charterers shall indemnify and hold the Owners harmless against any lien of
      whatsoever nature arising upon the Vessel during the Charter period while she
      is
      under the control of the Charterers, and against any claims against the Owners
      arising out of or in relation to the operation of the Vessel by the Charterers.
      Should the Vessel be arrested by reason of claims or liens arising out of her
      operation hereunder by the Charterers, the Charterers shall at their own expense
      take all reasonable steps to secure that within a reasonable time the Vessel
      is
      released and at their own expense put up bail to secure release of the
      Vessel.

    


    
      	
              16.

            	
              Lien

            


    

    The
      Owners to have a lien upon all cargoes and sub-freights belonging to the
      Charterers and any Bill of Lading freight for all claims under this Charter,
      and
      the Charterers to have a lien on the Vessel for all moneys paid in advance
      and
      not earned, subject and subordinate to the lien of the Mortgage on the
      Vessel.

    


    
      	
              17.

            	
              Salvage

            


    

    All
      salvage and towage performed by the Vessel shall be for the Charterers’ benefit
      and the cost of repairing damage occasioned thereby shall be borne by the
      Charterers.

    


    
      	
              18.

            	
              Wreck
                Removal

            


    

    In
      the
      event of the Vessel becoming a wreck or obstruction to navigation the Charterers
      shall indemnify the Owners against any sums whatsoever which the Owners shall
      become liable to pay and shall pay in consequence of the Vessel becoming a
      wreck
      or obstruction to navigation.

    


    
      	
              19.

            	
              General
                Average

            


    

    General
      Average, if any, shall be adjusted according to the York-Antwerp Rules 1994
      or
      any subsequent modification thereof current at the time of the
      casualty.

    The
      Charter Hire not to contribute to General Average.

    


    
      	
              20.

            	
              Assignment
                and Sub-Demise
                (See Rider Clause 45)

            


    

    The
      Charterers shall not assign this Charter nor sub-demise the Vessel except with
      the prior consent in writing of the Owners which shall not be unreasonably
      withheld and subject to such terms and conditions as the Owners shall
      approve.

    


    
      	
              21.

            	
              Bills
                of Lading 

            


    

    The
      Charterers are to procure that all Bills of Lading issued for carriage of goods
      under this Charter shall contain a Paramount Clause incorporating any
      legislation relating to Carrier's liability for cargo compulsorily applicable
      in
      the trade; if no such legislation exists, the Bills of Lading shall incorporate
      the United States Carriage of Goods by Sea Act. The Bills of Lading shall also
      contain the amended New Jason Clause and the Both-to-Blame Collision
      Clause. 
      The
      Charterers agree to indemnify the Owners against all consequences or liabilities
      arising from the Master, officers or agents signing Bills of Lading or other
      documents. 

    


    
      	
              22.

            	
              Bank
                Guarantee 

            


    

    The
      Charterers undertake to furnish, before delivery of the Vessel, a first class
      bank guarantee or bond in the sum and at the place as indicated in Box 25 as
      guarantee for full performance of their obligations under this
      Charter.

    (Optional,
      only to apply if Box 25 filled in)

    


    
      	
              23.

            	
              Requisition/Acquisition
                (See Rider Clause 44)

            


    

    In
      the event of the Requisition for Hire of the Vessel by any governmental or
      other
      competent authority (hereinafter referred to as ARequisition
      for Hire@)
      irrespective of the date during the Charter period when ARequisition
      for Hire@
      may occur and irrespective of the length thereof and whether or not it be for
      an
      indefinite or a limited period of time, and irrespective of whether it may
      or
      will remain in force for the remainder of the Charter period, this Charter
      shall
      not be deemed thereby or thereupon to be frustrated or otherwise terminated
      and
      the Charterers shall continue to pay the stipulated hire in the manner provided
      by this Charter until the time when the Charter would have terminated pursuant
      to any of the provisions hereof always provided however that in the event of
      ARequisition
      for Hire@
      any Requisition Hire or compensation received or receivable by the Owners shall
      be payable to the Charterers during the remainder of the Charter period or
      the
      period of the ARequisition
      for Hire@
      whichever be the shorter.

    The
      Hire under this Charter shall be payable to the Owners from the same time as
      the
      Requisition Hire is payable to the Charterers.

    (b) In
      the event of the Owners being deprived of their ownership in the Vessel by
      any
      Compulsory Acquisition of the Vessel or requisition for title by any
      governmental or other competent authority (hereinafter referred to as
ACompulsory
      Acquisition@)
      then, irrespective of the date during the Charter period when
ACompulsory
      Acquisition@
      may occur, this Charter shall be deemed terminated as of the date of such
ACompulsory
      Acquisition.@
      In such event Charter Hire to be considered as earned and to be paid up to
      the
      date and time of such ACompulsory
      Acquisition.@

    


    
      	
              24.

            	
              War

            


    

    (a) The
      Vessel unless the consent of the Owners be first obtained not to be ordered
      nor
      continue to any place or on any voyage not be used on any service which will
      bring her within a zone which is dangerous as the result of any actual or
      threatened act of war, war, hostilities, warlike operations, acts of piracy
      or
      of hostility or malicious damage against this or any other vessel or its cargo
      by any person, body or State whatsoever revolution, civil war, civil commotion
      or the operation of international law, nor be exposed in any way to any risks
      or
      penalties whatsoever consequent upon the imposition of Sanctions, nor carry
      any
      goods that may in any way expose her to any risks of seizure, capture, penalties
      or any other interference of any kind whatsoever by the belligerent or fighting
      powers or parties or by any Government or Ruler.

    (b) The
      Vessel to have liberty to comply with any orders or directions as to departure,
      arrival, routes, ports of call, stoppages, destination, delivery or in any
      other
      wise whatsoever given by the Government of the nation under whose flag the
      Vessel sails or any other Government or any person (or body) acting or
      purporting to act with the authority of such Government or by any committee
      or
      person having under the terms of the war risks insurance on the Vessel the
      right
      to give any such orders or directions.

    (c) In
      the event of outbreak of war (whether there be a declaration of war or not)
      between any two or more of the countries as stated in Box 31, both the Owners
      and the Charterers shall have the right to cancel this Charter whereupon the
      Charterers shall redeliver the Vessel to the Owners in accordance with Clause
      14, if she has cargo on board after discharge thereof at destination or if
      debarred under this Clause from reaching or entering it at a near open and
      safe
      port as directed by the Owners, or if she has no cargo on board, at the port
      at
      which she then is or if at sea at a near open and safe port as directed by
      the
      Owners, in all cases hire shall continue to be paid in accordance with Clause
      10
      and except as aforesaid all other provisions of this Charter shall apply until
      redelivery.

    


    
      	
              25.

            	
              Commission 

            


    

    The
      Owners to pay a commission at the rate indicated in Box 32 to the Brokers named
      in Box 32 on any Hire paid under the Charter but in no case less than is
      necessary to cover the actual expenses of the Brokers and a reasonable fee
      for
      their work. If the full Hire is not paid owing to breach of Charter by either
      of
      the parties the party liable therefor to indemnify the Brokers against their
      loss of commission.  
      Should the parties agree to cancel the Charter, the Owners to indemnify the
      Brokers against any loss of commission but in such case the commission not
      to
      exceed the brokerage on one year's Hire.

    


    
      	
              26.

            	
              Law
                and Arbitration

            


    

    
      	
              *)

            	
              26.1.
                This Charter shall be governed by English law and any dispute arising
                out
                of this Charter shall be referred to arbitration in London, one arbitrator
                being appointed by each party, in accordance with the Arbitration
                Acts
                1950 and 1979 or any statutory modification or re-enactment thereof
                for
                the time being in force. On the receipt by one party of the nomination
                in
                writing of the other party's arbitrator, that party shall appoint
                their
                arbitrator within fourteen days, failing which the decision of the
                single
                Arbitrator appointed shall apply. If two Arbitrators properly appointed
                shall not agree they shall appoint an umpire whose decision shall
                be
                final.

            


    

    *) 26.2 Should
      any dispute arise out of this Charter, the matter in dispute shall be referred
      to three persons at New York, one to be appointed by each of the parties hereto
      and the third by the two so chosen their decision or that of any two of them
      shall be final, and for purposes of enforcing any award this agreement may
      be
      made a rule of the court.

    The
      arbitrators shall be members of the Society of Maritime Arbitrators Inc. of
      New
      York and the proceedings shall be conducted in accordance with the rules of
      the
      Society. 

    
      	
              *)

            	
              26.3.
                Any dispute arising out of this Charter shall be referred to arbitration
                at the place indicated in Box 33, subject to the law and procedures
                applicable there. 

            


    

    
      	
              *)

            	
              26.3.
                Any dispute arising out of this Charter shall be referred to arbitration
                at the place indicated in Box 33, subject to the law and procedures
                applicable there. 

            


    

    


    26.4.
      If Box 33 in Part I is not filled in, sub-clause 26.1 of this Clause shall
      apply. 

    


    
      	
              *)

            	
              26.1,
                26.2 And 26.3 are alternatives: indicate alternative agreed in Box
                33.

            


    

     

    

      EXECUTION

       

      M/V
        LAGUNA BELLE - C/P DATED AS OF JANUARY 24, 2007

       

      RIDER
        CLAUSES 27 - 53

       

      Clause
        27 - Names and Definitions

       

      (1) Names:

       

      Rushmore
        Shipping LLC,
        a
        limited liability company duly formed and validly existing under the laws
        of the
        Republic of the Marshall Islands, with its registered address located at
        Trust
        Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
        MH96960 (“Rushmore”, and sometimes referred to as “Owner”, and together with
        Adirondack as defined herein, “Owners”).

       

      Adirondack
        Shipping LLC,
        a
        limited liability company duly formed and validly existing under the laws
        of the
        Republic of the Marshall Islands, with its registered address located at
        Trust
        Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
        MH96960 (“Adirondack”). 

       

      Beekman
        Shipping Corp.,
        a
        corporation duly organized and validly existing under the laws of the Republic
        of the Marshall Islands, with its registered address located at Trust Company
        Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
        (“Beekman”, and sometimes referred to as “Charterer”, and together with Fairfax
        as defined herein, “Charterers”).

       

      Fairfax
        Shipping Corp.,
        a
        corporation duly organized and validly existing under the laws of the Republic
        of the Marshall Islands, with its registered address located at Trust Company
        Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
        (“Fairfax”). 

       

      TBS
        International Limited,
        a
        corporation duly organized and validly existing under the laws of the British
        Overseas Territory of Bermuda, with its registered address located at Suite
        306,
        Commerce Building, One Chancery Lane, Hamilton HM 12 Bermuda (“TBS” and
        sometimes referred to as “Guarantor”).

      


      Filscan
        Shipping, Inc.,
        a
        corporation duly organized and validly existing under the laws of the Republic
        of the Philippines, with its registered address located at 2nd Floor, Harbor
        Center II, South Harbor, Port Area, Manila, Philippines
        (“Filscan”).

       

      DVB
        Bank America N.V., Zeelandia
        Office Park, Kaya W.F.G. Mensing 14, Curacao, Netherland Antilles, its
        successors and assigns, as mortgagee (the “Mortgagee”) in respect of a first
        priority Panamanian naval mortgage over the Vessel to be granted by the Owner
        at
        the time of Closing in favor of the Mortgagee.

      


      Roymar
        Ship Management, Inc., a
        corporation duly organized and validly existing under the laws of the State
        of
        New York , with an office and place of business located at 455 Central Park
        Avenue, Scarsdale, New York 10583 (the “Technical Manager”, and together with
        the Commercial Manager as defined herein, the “Managers”).

       

      TBS
        Shipping Services Inc.,
        a
        corporation duly organized and validly existing under the laws of the State
        of
        New York, with an office and place of business located at 612 East Grassy
        Sprain
        Road, Yonkers, New York 10710 (the “Commercial Managers”).

       

      (2) Definitions:

       

      In
        this
        Charter,

       

      “Bareboat
        Charter Registry”
        means
        the bareboat registration of the Vessel in accordance with the laws of the
        Republic of the Philippines, or such other jurisdiction acceptable to the
        Owner.
        The Vessel shall be bareboat registered in the name of Filscan, or such other
        entity acceptable to the Owner.

       

      “Business
        Day”
        means a
        day on which dealings are carried out in the London Interbank Market and
        which
        is also a day on which commercial banks are not authorized or required to
        close
        in New York, New York, Curacao, Netherlands Antilles or Frankfurt,
        Germany.

       

      “Charter”
        means
        this bareboat charter party.

       

      “Charterer”
        means
        Beekman.

       

      “Charterers”
        means
        Charterer and Fairfax.

       

      “Charters”
        means
        this Charter and the SEMINOLE PRINCESS Charter as defined herein.

       

       “Charter
        Hire"
        has the
        meaning set out in Clause 31. 

       

      "Charter
        Party Guarantee"
        means
        the guarantee made by the Guarantor in favor of the Owner, of the due and
        correct performance of all of the Charterer’s obligations herein, as set forth
        in Clause 53 and made a part of this Charter.

       

      "Charter
        Period"
        means
        the period described in Clause 29.

       

      "Charterparty
        Event of Default"
        means
        any of those events listed in Clause 40.

       

      “Charter
        Party Obligations”
        means
        each and every obligation, responsibility, duty, commitment, covenant and
        undertaking of the Charterer and Guarantor under this Charter.

       

      "Classification
        Society"
        means
        Lloyd’s Register or such other classification society as is acceptable to the
        Owners, such acceptance not to be unreasonably withheld.

       

      “Closing”
        shall
        refer to the simultaneous Delivery under the MOA and the Charter on a date
        to be
        mutually agreed between Owners and Charterers, but not later than January
        31 ,
        2007.

       

      “Commitments”
        has
        the
        meaning set out in Clause 28(4).

       

      “Default
        Rate”
        means
        twelve percent (12%) per annum.

       

      “Delivery”
        with
        reference to the MOA means the transfer of title to the Owner from the Seller
        on
        the Delivery Date, and with reference to the Charter shall have the meaning
        set
        forth in Clause 2 herein. 

       

      "Delivery
        Date"
        means
        the date and time on which the Vessel is simultaneously delivered to the
        Owner
        under the MOA, and by the Owner to the Charterer under the Charter.

       

      “Filscan
        Charter”
        means
        the sub-bareboat charter party entered into between the Charterer and Filscan
        covering the Vessel, for the purpose of effecting the Bareboat Charter
        Registry.

       

      "Guarantor"
        means
        TBS.

       

      “ISM
        Code”
        means in
        relation to its application to the Charterer, the Managers, the Vessel and
        its
        operation, the International Safety Management Code (including the guidelines
        on
        its implementation) adopted by the International Maritime Organization (“IMO”)
        as Resolution A.741(18) and Resolution A.913(22) (superseding Resolution
        A.788(19)) (and the terms “Safety
        Management Certificate”
        and
“Document
        of Compliance”
        have the
        same meanings as are given to them in the ISM Code).

       

      “ISPS
        Code”
        means in
        relation to its application to the Charterer, the Managers, the Vessel and
        its
        operation, the International Ship and Port Facility Security Code constituted
        pursuant to resolution A.924(22) of the IMO adopted by a Diplomatic Conference
        of the IMO on Maritime Security on 13 December 2002 and now set out in Chapter
        XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as amended), (and
        the
        term “ISPS
        Certificate” has the same meaning as is given to it in the ISPS
        Code).

       

      "Insurances"
        means
        the insurances (or in the singular, “Insurance”) which the Charterer covenants
        in this Charter to arrange and maintain in respect of the Vessel, as set
        forth
        in Clause 33.

       

      “Memorandum
        of Three-Party Agreement”
        means
        the Memorandum of Agreement dated January 15, 2007 made among the Charterer,
        Filscan Shipping Inc. and Pacific Rim Shipping Corp.

       

      "MOA"
        means
        the memorandum of agreement dated as of January 24, 2007, made between the
        Owner, as buyer, and the Charterer, as seller, covering the sale of the
        Vessel.

       

      “MOAs”
        means
        the
        MOA, and the SEMINOLE PRINCESS MOA.

       

      “Managers"
        means
        Roymar Ship Management, Inc., as Technical Manager, and TBS Shipping Services,
        Inc., as Commercial Manager, or such other entities approved by the
        Owner.

       

      “Mortgage”
        means
        the
        first preferred ship mortgage over the Vessel granted by the Owner in favor
        of
        the Mortgagee.

       

      “Mortgages”
        means
        the Mortgage, and the first preferred ship mortgage over the SEMINOLE PRINCESS
        granted by Adirondack in favor of the Mortgagee.

       

      "NSP"
        means
        the net proceeds of any sale of the Vessel received by the Owners after
        deduction of any costs incurred by the Owners in connection with such
        sale.

       

      “Owner”
        means
        Rushmore.

       

      “Owners”
        means
        the Owner and Adirondack. 

       

      “Redelivery
        Date”
        shall
        have the meaning set forth in Clause 29.

       

      "Seller"
        means
        Beekman.

       

      "Sellers"
        means
        the Seller and Adirondack.

       

      “SEMINOLE
        PRINCESS Charter”
        means
        the bareboat charter party entered into between Adirondack, as owner, and
        Fairfax, as charterer, covering the M/V SEMINOLE PRINCESS.

       

      “SEMINOLE
        PRINCESS MOA”
        means
        the memorandum of agreement dated as of January 24, 2007, made between
        Adirondack, as buyer, and Fairfax, as seller, covering the sale of the M/V
        SEMINOLE PRINCESS.

       

      “TBS
        Group” refers
        to
        any entity that is owned or controlled by the Guarantor, including but not
        limited to the Charterers.

       

      “Total
        Loss”
        shall
        have the meaning set forth in Clause 44.

       

      “Underlying
        Registry” means
        the
        registration of the Vessels in the name of the respective Owners in accordance
        with the laws of the Republic of Panama.

       

      “Vessel”
        means
        the
        M/V LAGUNA BELLE.

       

      “Vessels”
        means
        the
        Vessel and the M/V SEMINOLE PRINCESS.

       

      Clause
        28. MOA
        and
        Charter Party; Conditions Precedent.

       

      (1) The
        Owner’s obligation to charter the Vessel to the Charterer hereunder is
        conditional upon Delivery of the Vessel to the Owner by the Charterer pursuant
        to the MOA.

       

      (2) Subject
        to the Vessel being delivered to and taken over by the Owner pursuant to
        the
        MOA, the Charterer shall forthwith be deemed to have simultaneously taken
        Delivery of the Vessel under this Charter.

       

      (3) The
        Owner
        commits to purchase the Vessel under the MOA and to deliver the Vessel under
        the
        Charter, subject to the following conditions precedent:

       

      	(a)  	
              The
                execution and delivery of the separate, valid and binding MOAs (on
                NSF
                ’93) in form and substance acceptable to the
                Owners.

            


       

      	(b)  	
              The
                execution and delivery of the separate, valid and binding Charters
                (on
                Barecon ’89) in form and substance acceptable to the Owners, and
                guaranteed by the Guarantor.

            


       

      	(c)  	
              All
                conditions precedent have been satisfied with respect to any document,
                action or performance as may be required of the Charterers and Guarantor,
                respectively, as set forth herein or on Schedule
                III.

            


       

      	(d)  	
              Copies
                of the Charterers’ and Guarantor’s constitutional documents, and each
                amendment thereto, certified as of a date reasonably near the date
                of the
                Closing by the president or secretary of such party as being a true
                and
                correct copy thereof.

            


       

      	(e)  	
              Originals
                of the following, in form and substance satisfactory to the Owners,
                have
                been delivered to the Owners:

            


       

      	(i)  	
              certificates
                of each of the Charterers and Guarantor dated as of a date reasonably
                near
                the date of the Closing, certifying that each is duly incorporated
                and in
                goodstanding under the laws of such party’s jurisdiction of
                incorporation.

            


       

      	(ii)  	
              resolutions
                of the directors and shareholders of each of the Charterers, and
                resolutions of the directors of the Guarantor (x) approving the
                transactions contemplated by MOAs and the Charters; (y) authorizing
                the
                execution of the MOAs and the Charters to which each is a party (or
                to be
                a party), and such other documents, notices and consents as may be
                necessary in connection therewith; (z) authorizing named officers
                or
                attorneys-in-fact to execute such documents, together with such other
                documents, notices and consents as may be necessary or desirable
                to carry
                out the transactions contemplated by such
                resolutions,

            


       

      in
        each
        case certified as of a date reasonably near the date of the Closing by the
        president or the secretary of such party as being duly adopted, and copies
        of
        such documents being true and correct copies thereof.

       

      	(iii)  	
              The
                original of any power of attorney under which the MOAs, Charters
                and any
                other documents in connection therewith is to be executed on behalf
                of
                each of the Charterers and Guarantor to which each is a party (or
                to be a
                party).

            


       

      	(iv)  	
              Copies
                of the management agreements between Charterers and the
                Managers.

            


       

      	(v)  	
              Copies
                of all consents which the Charterer and/or the Guarantor requires
                to enter
                into, or make any payment or perform any of its obligations under
                or in
                connection with the transactions contemplated by this Charter, each
                certified as of a date reasonably near the date of the Closing by
                the
                president or the secretary (or equivalent officer) of such party
                as being
                a true and correct copy thereof, or certification by such president
                or
                secretary (or equivalent officer) that no such consents or approvals
                are
                required.

            


       

      	(vi)  	
              A
                copy of the Filscan Charter, certified as of a date reasonably near
                the
                date of the Closing by the president or the secretary (or equivalent
                officer) of the Charterer as being a true and correct copy thereof,
                such
                charter to be in form and substance acceptable to the
                Owner.

            


       

      	(vii)  	
              A
                bringdown certificate by each of the Charterers and the Guarantor
                in
                accordance with Schedule III hereto. 

            


       

      	(f)  	
              evidence
                in form and substance satisfactory to the Owners and the Mortgagee
                that:

            


       

      	(i)  	
              The
                Vessels are insured in accordance with Clause 33 with insurers acceptable
                to the Owners;

            


       

      	(ii)  	
              The
                Vessels are classed in the highest classification and rating for
                vessels
                of the same age and type with a classification society acceptable
                to the
                Owners which shall be established by means of a confirmation of class
                certificate;

            


       

      	(iii)  	
              At
                the Closing under the respective MOAs and Charters, the Vessels are
                properly registered: (x) in the name of the respective Owners under
                the
                Underlying Registry, and (y) in the name of Filscan under the Bareboat
                Charter Registry, with such approvals and consents as may be required
                by
                the Underlying Registry; such registrations to be free of all liens
                and
                encumbrances save for the lien of the respective
                Mortgages.

            


       

      	(iv)  	
              The
                Vessels are managed by the Managers, or such other managers acceptable
                to
                the Owners, and a copy of the Technical Manager’s ISM Document of
                Compliance, the ISM Safety Management Certificate of each Vessel,
                the ISM
                ISPS Certificate of each Vessel, and the identification of the ISM
                Responsible Person(s) is provided to the
                Owners.

            


       

      	(v)  	
              The
                Charterers and the Guarantor are in good standing in their respective
                jurisdictions of incorporation, and all necessary corporate action
                has
                been taken on the part of the Charterers and Guarantor, authorizing
                the
                execution, delivery and performance of the MOAs and Charters, as
                applicable. 

            


       

      	(g)  	
              There
                shall have been no material adverse change, as determined in the
                Owners’
                sole discretion, with respect to:

            


       

      	(i)  	
              Each
                Charterer’s ability to perform its obligations under the respective
                Charters.

            


       

      	(ii)  	
              The
                Guarantor’s ability to perform its obligations under the guaranty
                provisions of the Charters;

            


       

      	(iii)  	
              The
                business, property, assets, liabilities, operations and financial
                condition of the Charterers and the Guarantor taken as a
                whole.

            


       

      	(iv)  	
              The
                condition of the Vessels.

            


       

      
        	 	
                              (h)  
                  

              	
                 
                  The Owners shall have received: (i) such additional documents and
                  agreements as may be required by the Owners and the Mortgagee;
                  (ii) the
                  opinions of counsel for the Charterers and Guarantor in form and
                  substance satisfactory to Owners. 

              


      

       

      (4) Subject
        to satisfaction of the conditions precedent set forth in Section (3) above,
        the
        Owner shall complete the purchase and take Delivery of the Vessel under the
        MOA,
        and thereby make Delivery under the Charter (the “Commitments”), provided the
        Closing occurs simultaneously with the closing under the SEMINOLE PRINCESS
        MOA
        and SEMINOLE PRINCESS Charter .

       

      (5) At
        the
        time of Closing, the Charterer and the Owner shall execute a Protocol of
        Delivery and Acceptance to record the date, time and place of delivery of
        the
        Vessel under the Charter, and the Charterer shall obtain the following documents
        and provide copies to the Owner:

       

      (a) The
        delivery documents under the MOA;

       

      (b) The
        Provisional Certificate of Registry of the Vessel and Radio License in the
        Owner’s name.

       

      (c) The
        ISM
        Safety Management Certificate;

       

      (d) The
        ISM
        ISPS Certificate

       

      Clause
        29. Charter
        Period and Redelivery Date.

       

      The
        Charter Period shall commence on the Delivery Date and shall continue, subject
        to the terms of this Charter, for a period of Eighty-Four (84) months therefrom,
        or such other date as may be agreed in accordance with the terms of this
        Charter
        (the “Redelivery Date”).

       

      
        	
                Clause 30.  
                  

              	
                Delivery
                  and Acceptance.

              


      

       

      (1) The
        Owner
        will give and the Charterer will take Delivery of the Vessel under the Charter
        as
        is
        where is
        on the
        Delivery Date. The Charterer acknowledges and agrees that the Owner makes
        no
        representation or warranty, express or implied, statutory or otherwise, and
        no
        term or condition, as to title, seaworthiness, merchantability, condition,
        design, operation, performance or capacity of the Vessel, or fitness for
        use or
        eligibility of the Vessel for any particular trade or operation, or any other
        such matter whatsoever. The Vessel will be accepted by the Charterer without
        any
        claim for defects, faults, deficiencies or errors of description, and without
        any allowance or abatement in any circumstances for such defects faults,
        deficiencies or errors of description, and the Charterer waives any and all
        of
        its rights in connection therewith. The Owner and the Charterer hereby agree
        that the delivery of the Vessel to and acceptance by the Owner under the
        MOA
        shall constitute Delivery of the Vessel to the Charterer under the Charter,
        and
        shall constitute conclusive proof that for purposes of any obligation and
        responsibility of the Owner under this Charter or in connection herewith,
        that
        the Vessel is at the time of delivery seaworthy, in good order and repair,
        and
        without defect, whether or not discoverable by the Charterer or not, and
        free
        and clear of all encumbrances, mortgages, charges, liens and any other debt
        of
        whatsoever nature, save for the Mortgage.

       

      (2) Without
        prejudice to the foregoing, the on-hire survey referred to in Clause 6 hereof
        is
        solely for the purpose of ascertaining and documenting the condition of the
        Vessel at the time of Delivery for purposes of comparison with the condition
        of
        the Vessel at the time of Redelivery. 

       

      Clause
        31. Charter Hire

       

      (1) The
        Charterer shall pay to the Owner for the hire of the Vessel monthly Charter
        Hire
        in United States currency, at the rates set forth below, commencing on and
        from
        the Delivery Date. Hire to continue until the date and hour when the Vessel
        is
        redelivered by the Charterer: 

       

      (a) Months
        1
        - 24: $10,500
        per day Charter Hire.

       

      (b) Months
        25
        - 36:  $10,000
        per day Charter Hire

       

      (c) Months
        37
        - 84: $7,350
        per day Charter Hire

       

      (2) The
        first
        payment of Charter Hire shall be made on the Delivery Date, and if such date
        is
        not the first day of a month, it shall be in an amount equal to the daily
        rate
        set out in section (1)(a) above, multiplied by the number of days remaining
        in
        that month and thereafter shall be paid monthly in advance on the first day
        of
        each subsequent month;

       

      (3) The
        payment of Charter Hire shall be made in cash without discount, withholding,
        deduction, counterclaim or set off and time shall be of the essence. Charter
        Hire is to be paid to Owner’s nominated bank account, or as otherwise instructed
        by Owner. Any amount of Charter Hire which is not paid on the due date shall
        attract interest at the rate per annum at the Default Rate.

       

      (4) The
        Charterer's obligation to pay Charter Hire and perform its obligations under
        this Charter shall be absolute and unconditional and shall not be affected
        by
        any contingency whatsoever, including but not limited to:

       

      	(a)  	
              any
                unavailability of the Vessel for any reason including but not limited
                to
                requisition, or any prohibition or interpretation of or other restriction
                against the Charterer’s or any other person's use, operation or possession
                of the Vessel, any interference with such use, operation or possession
                or
                failure to deliver any part of the Vessel or any lack or invalidity
                of
                title or any other defect in the title, registration, seaworthiness,
                merchantability, suitable or satisfactory quality, fitness for any
                purpose, condition, design or operation of any kind or nature of
                the
                Vessel or the eligibility of the Vessel for any particular use or
                trade or
                for want of registration or the absence or withdrawal of any permit,
                license, authorization, consent, approval or other documentation
                required
                under the applicable law of any relevant jurisdiction for the ownership,
                chartering, use, operation or location of the Vessel, or any damage
                to the
                Vessel or any part thereof;

            


       

      	(b)  	
              any
                insolvency, bankruptcy, winding-up, administration, reorganization,
                reconstruction, arrangement, readjustment or rescheduling of debt,
                dissolution, liquidation or similar proceedings by or against the
                Charterer;

            


       

      	(c)  	
              any
                invalidity or unenforceability or lack of due authorization of, or
                other
                defect in, this Charter or any particular provision hereof or thereof
                including but not limited to the Vessel being held to be the property
                of
                the Charterer or any person other than the Owner or any incapacity,
                disability or defect in the powers of the
                Charterer.

            


       

      Clause
        32. Sellers’
        Credit.

      


      At
        the
        Closing, the Charterer shall credit the Owner in the sum of US $2,750,000
        in
        respect of the purchase price under the MOA (the “Seller’s Credit”), which
        amount shall be held as an obligation of the Owner on the Owner’s books, in
        accordance with the following terms:

      


      (1) The
        Seller’s Credit shall be non-interest bearing, and unsecured.

      


      (2) Subject
        to sub-section (3) below, the Seller’s Credit shall be repaid to the Charterer
        in a lump sum at the expiration of the Charter Period.

      


      (3) If
        upon a
        Charterparty Event of Default the Owner exercises its right to terminate
        the
        Charter in accordance with Section 41, the Owner’s obligation to repay the
        Seller’s Credit shall be discharged and released, the satisfaction of which
        shall be deemed damages, and there shall be no further obligation or requirement
        on the part of the Owner to account for the Sellers’ Credit. 

      


      Clause
        33. Insurances
        and Insurance Covenants.

       

      (1) General. The
        Charterer undertakes with the Owner and the Mortgagee to comply with the
        following provisions of this Clause 33 at all times during the Charter Period,
        and until all Charter Party Obligations have been fulfilled and
        satisfied.

       

      (2) Maintenance
        of Insurances. The Charterer shall keep the Vessel insured at its own expense
        against:

       

      (a)     fire
        and
        usual marine risks (including hull and machinery and excess risks);

       

      (b)   
 war
        risks;

       

      
        	 	
                (c)

              	
                 protection
                  and indemnity risks (including pollution risks and freight, demurrage
                  and
                  defense cover); and

              


      

       

      
        	 	
                (d)

              	
                 any
                  other risks against which the Owner
                  may advise, having regard to practices and other circumstances
                  prevailing
                  at the relevant time, and with the Charterer’s  consent, such consent
                  not to be unreasonably withheld, that it would be reasonable for
                  the
                  Charterer to insure, as specified by the Owner
                  by
                  notice to the Charterer.

              


      

       

      (3) Terms
        of
        obligatory Insurances.
        The
        Charterer shall effect such insurances:

       

      (a) 
in
        Dollars;

       

      
        	 	
                (b)

              	
                in
                  the case of fire and usual marine risks and war risks, in an amount
                  on the
                  day of Closing on an agreed value basis of thirty million dollars
                  (US$30,000,000), as such amount may be increased at the request
                  of the
                  Charterer following the Conversion
                  Work;

              


      

       

      
        	 	
                (c)

              	
                in
                  the case of oil pollution liability risks, for an aggregate amount
                  equal
                  to the highest level of cover from time to time available under
                  basic
                  protection and indemnity club entry and the international marine
                  insurance
                  market;

              


      

       

      
        	 	
                (d)

              	
                in
                  relation to protection and indemnity risks in respect of the full
                  tonnage
                  of the Vessel; 

              


      

       

      (e) 
on
        approved terms; and

       

      
        	 	
                (f)

              	
                through
                  well
                  known marine insurance
                  brokers and with insurance
                  companies and/or underwriters with
                  a Standard & Poor’s Rating of not less than A- or,
                  in the case of war risks and protection and indemnity risks, in
                  approved
                  war risks and protection and indemnity risks associations, and
                  without
                  prejudice to the Charterer’s obligation
                  to obtain the prior approval of the
                  Owner, at all times with reputable international brokers, companies,
                  underwriters and mutual insurance
                  associations.

              


      

       

      (4) Further
        protections. In addition to the terms set out in Section (3) above, the
        Charterer shall procure that the Insurances shall:

       

      
        	 	
                (a)

              	
                if
                  so required by the Owner
                  (i) except in relation to risks referred to in Section (2)(c),
                  name (or be
                  amended to name) the Mortgagee and Owner as additional named assureds
                  for
                  their rights and interests, warranted no operational interest and
                  with
                  full waiver of rights of subrogation against the Mortgagee and
                  Owner, and
                  (ii) in relation to risks referred to in Section (2)(c), name (or
                  be
                  amended to name) the Mortgagee and Owner as co-assureds or co-assureds
                  under a misdirected arrows clause, but in all cases without the
                  Mortgagee
                  and Owner thereby being liable to pay (but having the right to
                  pay)
                  premiums, calls or other assessments in respect of such
                  insurance;

              


      

       

      
        	 	
                (b)

              	
                name
                  the Mortgagee as loss payee in accordance with the loss payable
                  clause
                  referred to in Section (6)(b) below and with such directions for
                  payment
                  as the Mortgagee may specify;

              


      

       

      
        	 	
                (c)

              	
                provide
                  that all payments by or on behalf of the insurers under the Insurances
                  to
                  the Mortgagee shall be made without set-off, counterclaim or deductions
                  or
                  condition whatsoever;

              


      

       

      
        	 	
                (d)

              	
                provide
                  (on a reasonable efforts basis)
                  that the insurers shall waive, to the fullest extent permitted
                  by
                  applicable law, their entitlement (if any) (whether by statute,
                  common
                  law, equity, or otherwise) to be subrogated to the rights and remedies
                  of
                  the Mortgagee and Owner in respect of any rights or interests (secured
                  or
                  not) held by or available to the Mortgagee under the Mortgage,
                  until the
                  liabilities set forth in the Mortgage shall have been fully repaid
                  and
                  discharged, except that the insurers shall not be restricted by
                  the terms
                  of this paragraph (d) from making personal claims against persons
                  (other
                  than the Mortgagee and Owner) in circumstances where the insurers
                  have
                  fully discharged their liabilities and obligations under the relevant
                  Insurances;

              


      

       

      
        	 	
                (e)

              	
                provide
                  that such Insurances shall be primary without right of contribution
                  from
                  other insurances which may be carried by the Mortgagee or
                  Owner;

              


      

       

      (f) 
provide
        that the Mortgagee may make proof of loss if the Charterer fails to do
        so;

       

      
        	 	
                (g)

              	
                provide
                  that if any such Insurances are cancelled, or if any substantial
                  change is
                  made in the coverage which adversely affects the interest of the
                  Mortgagee
                  or Owner, or if any of the Insurances are allowed to lapse for
                  non-payment
                  of premium, such cancellation, charge or lapse shall not be effective
                  with
                  respect to the Mortgagee and Owner for 14 days (or 7 days in the
                  case of
                  war risks) after receipt by the Mortgagee and Owner of prior written
                  notice from the insurers of such cancellation, change or lapse;
                  and

              


      

       

      
        	 	
                (h)

              	
                apply
                  all sums receivable under the Insurances (other than in respect
                  of a Total
                  Loss and any Major Casualty, which shall be payable to the Mortgagee
                  in
                  accordance with the provisions of the Insurance Assignment) as
                  are paid to
                  the Charterer for the purpose of making good the loss and fully
                  repairing
                  all damage in respect of which such sums shall have been
                  received.

              


      

       

      (5) Renewal
        of Insurances. The Charterer shall:

       

      (a) 
at
        least
14
        days
        before the expiry of any obligatory insurance effected by it:

       

      
        	 	
                (i)

              	
                notify
                  the Owner
                  of
                  (1) the brokers (or other insurers) and any protection and indemnity
                  or
                  war risks association through or with whom the Charterer proposes
                  to renew
                  that insurance and (2) the proposed terms of renewal;
                  and

              


      

       

      
        	 	
                (ii)

              	
                obtain
                  the consent of the Owner,
                  such consent not to be unreasonably withheld, to the matters referred
                  to
                  in paragraph (i) above;

              


      

       

      
        	 	
                (b)

              	
                at
                  least 7
                  days before the expiry of any Insurance effected by it, renew the
                  Insurance in accordance with the Owner’s
                  approval pursuant to paragraph (a)(ii) above;
                  and

              


      

       

      
        	 	
                (c)

              	
                procure
                  that the approved brokers and/or the war risks and protection and
                  indemnity associations with which such a renewal is effected shall
                  notify
                  the Mortgagee
                  and the Owner
                  in
                  writing of the terms and conditions of the renewal promptly after
                  the
                  renewal.

              


      

       

      (6) Copies
        of
        policies; letters of undertaking. The Charterer shall ensure that all approved
        brokers provide the Mortgagee (with copy to Owner) with pro forma copies
        of all
        policies relating to the Insurances which they are to effect or renew and
        of a
        letter or letters of undertaking in a form required by the Mortgagee including
        undertakings by the approved brokers that:

       

      
        	 	
                (a)

              	
                they
                  will have endorsed on each policy, immediately upon issue, a loss
                  payable
                  clause and a notice of assignment in such form as the Mortgagee
                  may
                  require and complying with the provisions of Section
                  (4);

              


      

       

      
        	 	
                (b)

              	
                they
                  will hold such policies, and the benefit of such Insurances, to
                  the order
                  of the Mortgagee in accordance with the said loss payable
                  clause;

              


      

       

      
        	 	
                (c)

              	
                they
                  will advise the Mortgagee and Owner immediately of any material
                  change to
                  the terms of the Insurances;

              


      

       

      
        	 	
                (d)

              	
                they
                  will notify the Mortgagee and Owner, not less than 7
                  days before the expiry of the obligatory insurances, in the event
                  of their
                  not having received notice of renewal instructions from the Charterer
                  or
                  its agents and, in the event of their receiving instructions to
                  renew,
                  they will promptly notify the Mortgagee and Owner of the terms
                  of the
                  instructions; and

              


      

       

      
        	 	
                (e)

              	
                they
                  will not set off against any sum recoverable in respect of a claim
                  relating to the Vessel under such Insurances any premiums or other
                  amounts
                  due to them or any other person whether in respect of the Vessel
                  or
                  otherwise, they waive any lien on the policies or, any sums received
                  under
                  them, which they might have in respect of such premiums or other
                  amounts,
                  and they will not cancel such Insurances by reason of non-payment
                  of such
                  premiums or other amounts, and will arrange for a separate policy
                  to be
                  issued in respect of the Vessel forthwith upon being so requested
                  by the
                  Owner.

              


      

       

      (7) Copies
        of
        certificates of entry. The Charterer shall ensure that any protection and
        indemnity and/or war risks associations in which the Vessel is entered provides
        the Mortgagee and Owner with:

       

      (a) 
a
        certified copy of the certificate of entry for the Vessel;

       

      
        	 	
                (b)

              	
                a
                  letter or letters of undertaking in such form as may be required
                  by the
                  Mortgagee; and

              


      

       

      
        	 	
                (c)

              	
                where
                  required to be issued under the terms of insurance/indemnity provided
                  by
                  the Charterer’s protection and indemnity association, but only if and when
                  so requested by the Owner,
                  a
                  certified copy of each United States of America voyage quarterly
                  declaration (or other similar document or documents) made by the
                  Charterer
                  in relation to the Vessel in accordance with the requirements of
                  such
                  protection and indemnity association; and 

              


      

       

      
        	 	
                (d)

              	
                a
                  certified copy of each certificate of financial responsibility
                  for
                  pollution by oil or other environmentally sensitive material issued
                  by the
                  relevant certifying authority in relation to such Vessel, but only
                  if and
                  when so requested by the Owner.

              


      

       

      (8) Deposit
        of original policies. The Charterer shall ensure that all policies relating
        to
        Insurances effected by it are deposited with the approved brokers through
        which
        the insurances are effected or renewed.

       

      (9) Payment
        of premiums. The Charterer shall punctually pay all premiums or other sums
        payable in respect of the Insurances effected for the Vessel and produce
        all
        relevant receipts when so required by the Owner.

       

      (10) Guarantees.
        The Charterer shall ensure that any guarantees required by a protection and
        indemnity or war risks association are promptly issued and remain in full
        force
        and effect.

       

      (11) Restrictions
        on employment. The Charterer shall not employ the Vessel, nor permit her
        to be
        employed, outside the cover provided by any Insurances.

       

      (12) Compliance
        with terms of Insurances. The Charterer shall not do nor omit to do (nor
        permit
        to be done or not to be done) any act or thing which would or might render
        any
        Insurance invalid, void, voidable or unenforceable or render any sum payable
        thereunder repayable in whole or in part; and, in particular:

       

      
        	 	
                (a)

              	
                the
                  Charterer
                  shall take all necessary action and comply with all requirements
                  which may
                  from time to time be applicable to the obligatory insurances, and
                  (without
                  limiting the obligation contained in Section (7)(c)) ensure that
                  the
                  Insurances are not made subject to any exclusions or qualifications
                  to
                  which the Owner
                  has not given its prior approval;

              


      

       

      
        	 	
                (b)

              	
                the
                  Charterer shall not make any changes relating to the classification
                  or
                  classification society or manager or operator of the Vessel unless
                  approved by the underwriters of the Insurances (and as otherwise
                  provided
                  in this Charter);

              


      

       

      
        	 	
                (c)

              	
                the
                  Charterer shall make all quarterly or other voyage declarations
                  which may
                  be required by the protection and indemnity risks association to
                  maintain
                  cover for trading to the United States of America and Exclusive
                  Economic
                  Zone (as defined in the United States Oil Pollution Act 1990 or
                  any other
                  applicable legislation); and

              


      

       

      
        	 	
                (d)

              	
                the
                  Charterer shall not employ the Vessel, nor allow it to be employed,
                  otherwise than in conformity with the terms and conditions of the
                  Insurances, without first obtaining the consent of the insurers
                  (and as
                  otherwise provided in this Charter) and complying with any requirements
                  (as to extra premium or otherwise) which the insurers
                  specify.

              


      

       

      (13) Alteration
        to terms of Insurances. The Charterer shall not make nor agree to any alteration
        to the terms of any Insurance nor waive any right relating to any
        Insurance.

       

      (14) Settlement
        of claims. The Charterer shall not settle, compromise or abandon any claim
        under
        any Insurance for Total Loss or for a Major Casualty, and shall do all things
        necessary and provide all documents, evidence and information to enable the
        Mortgagee and/or
        the Owner to
        collect or recover any moneys which at any time become payable in respect
        of the
        Insurances.

       

      (15) Provision
        of copies of communications. The Charterer shall provide the Owner
        at the
        time of each such communication, with copies of all written communications
        between the Charterer and:

       

      (a)     the
        brokers;
        and

       

      (b)     the
        protection
        and indemnity and/or war risks associations; and

       

      (c)     the
        insurance
        companies and/or underwriters,

       

      which
        relate, in each case directly or indirectly to either any actual or threatened
        termination or material adverse change in the terms of any of the Insurances
        or
        any recovery which, under the terms of any loss payable clause as referred
        to in
        Section (6)(b), shall or may be payable to
        the
        Owner and/or
        the
        Mortgagee.

       

      (16) Provision
        of information. In addition, the Charterer shall promptly provide the Owner
        (or
        any persons which it may designate) with any information which the Owner
        (or any
        such designated person) requests from time to time for the purpose
        of:

       

      
        	 	
                (a)

              	
                obtaining
                  or preparing any report from an independent marine insurance broker
                  or
                  the Mortgagee’s in-house insurance consultant as
                  to the adequacy of the obligatory insurances effected or proposed
                  to be
                  effected; and/or

              


      

       

      
        	 	
                (b)

              	
                effecting,
                  maintaining or renewing any such Insurances as are referred to
                  in Section
                  (17) below or dealing with or considering any matters relating
                  to any such
                  Insurances, 

              


      

       

      and
        the
        Charterer shall, forthwith upon demand, indemnify the Owner in respect of
        all
        fees and other expenses incurred by or for the account of the Owner in
        connection with any such report as is referred to in paragraph (a)
        above
        up to
        $10,000; provided that the Owner (or any persons which it may designate)
        shall;
        not exercise its rights under paragraph (a) above more than once per
        year.

       

      (17) Mortgagee's
        interest and additional perils Insurance. Nothing
        in this Clause 33 shall prevent
        the
        Mortgagee from time to time subscribing
        for
        and
        thereafter maintaining
        and
renewing
        all of
        the following insurances in such amounts (but, in the case of the insurances
        referred to in both Section (17)(a) and (b), an amount equal to 120 percent
        of
        the principal amount of the liability secured by the Mortgage, on such terms,
        through such insurers and generally in such manner as the Mortgagee may from
        time to time consider appropriate:

       

      
        	 	
                (a)

              	
                a
                  mortgagee’s interest marine insurance covering the Vessel and providing
                  for the indemnification of the Mortgagee for any losses under or
                  in
                  connection with the Mortgage which directly or indirectly result
                  from loss
                  of or damage to the Vessel covered by such insurance or a liability
                  of
                  such Vessel or of the Owner or Charterer, being a loss or damage
                  which is
                  prima facie covered by an Insurance but in respect of which there
                  is a
                  non-payment (or reduced payment) by the underwriters by reason
                  of, or on
                  the basis of an allegation concerning, among other
                  things:

              


      

       

      
        	 	
                (i)

              	
                any
                  act or omission on the part of the Owner
                  or Charterer,
                  or any operator, sub-charterer, manager or sub-manager of such
                  Vessel or
                  of any officer, employee or agent of the Owner
                  or Charterer
                  or of any such person, including any breach of warranty or condition
                  or
                  any non-disclosure relating to such
                  Insurance;

              


      

       

      
        	 	
                (ii)

              	
                any
                  act or omission, whether deliberate, negligent or accidental, or
                  any
                  knowledge or privity of the Owner
                  or Charterer,
                  any other person referred to in paragraph (i) above, or of any
                  officer,
                  employee or agent of the
                  Owner or
                  Charterer or of such a person, including the casting away or damaging
                  of
                  such Vessel and/or such Vessel being unseaworthy;
                  and/or

              


      

       

      
        	 	
                (iii)

              	
                any
                  other matter capable of being insured against under a mortgagee’s interest
                  marine insurance policy whether or not similar to the foregoing;
                  and

              


      

       

      
        	 	
                (b)

              	
                a
                  mortgagee’s interest additional perils policy providing for the
                  indemnification of the Mortgagee against, among other things, any
                  possible
                  losses or other consequences of any Environmental Claim, including
                  the
                  risk of expropriation, arrest or any form of detention of the Vessel
                  and/or of any insurance recoveries which are or may be paid or
                  payable
                  under the Insurances relative to the Vessel covered by such insurance,
                  or
                  the imposition of any Security Interest over such Vessel and/or
                  any such
                  insurances and/or any other matter capable of being insured against
                  under
                  a mortgagee's interest additional perils
                  policy,

              


      

       

      and
        the
        Charterer shall upon demand fully indemnify the Owner in respect of all premiums
        and other reasonable expenses which are incurred by
        the
        Mortgagee and paid by the Owner in
        connection with or with a view to effecting, maintaining or renewing any
        such
        insurance or dealing with, or considering, any matter arising out of any
        such
        insurance.

       

      (18) Any
        capitalized terms used in this Clause 33 which are not otherwise defined
        in this
        Charter shall have the meaning set forth in the Mortgage. 

       

      


      Clause
        34. Security.

       

      As
        security for its obligations under this Charter:

       

      (1) The
        Charterer shall:

       

      
        	 	
                (a)

              	
                Assign
                  to the Owner the Filscan Charter (the “Assignment of Charter”), subject to
                  the Memorandum of Three-Party
                  Agreement;

              


      

       

      
        	 	
                (b)

              	
                Assign
                  the Insurances to the Mortgagee and the Owner, as their interests
                  may
                  appear, in accordance with the terms and conditions set forth in
                  Clause 33
                  (the “Insurance Assignment”).

              


      

       

      
        	 	
                (c)

              	
                Cause
                  the Technical Manager and the Commercial Manager to each execute
                  and
                  deliver to the Owner or Mortgagee a subordination agreement with
                  respect
                  to any claim or privilege arising under the respective management
                  agreements (the “Subordination
                  Agreements”).

              


      

       

      (2) The
        Assignment of Charter, the Insurance Assignment, and the Subordination
        Agreements shall be in such form as Owner and/or the Mortgagee may reasonably
        require.

       

      Clause
        35. 
        Representations and Warranties; Undertakings; Covenants.

       

      (1) In
        order
        to induce the Owner to enter into this Charter, the Charterer and Guarantor
        hereby represent and warrant to the Owner, which representations and warranties
        shall survive the execution and delivery of this Charter, and continue
        throughout the Charter Period and until all Charter Party Obligations have
        been
        fulfilled and satisfied, that:

       

      (a) Due
        Organization and Power. Each of the Charterer and the Guarantor:

       

      
        	 	
                (i)

              	
                is
                  duly formed and is validly existing and in good standing under
                  the laws of
                  its jurisdiction of incorporation;

              


      

       

      
        	 	
                (ii)

              	
                has
                  full power to carry on its business as now being conducted and
                  to enter
                  into and perform its obligations under this Charter;
                  and

              


      

       

      
        	 	
                (iii)

              	
                has
                  complied with all statutory, regulatory and other requirements
                  relative to
                  such business and such agreements;

              


      

       

      	(b)  	
              Authorization
                and Consents. All necessary corporate action has been taken to authorize,
                and all necessary consents and authorities have been obtained and
                remain
                in full force and effect to permit each of the Charterer and Guarantor
                to
                enter into and perform its respective obligations under this Charter
                and,
                as of the date hereof, no further consents or authorities are necessary
                in
                connection herewith;

            


       

      	(c)  	
              Binding
                Obligations. This Charter constitutes or will, when executed and
                delivered, constitute the legal, valid and binding obligations of
                the
                Charterer and Guarantor, enforceable against each in accordance with
                its
                terms;

            


       

      	(d)  	
              No
                Violation. The execution and delivery of this Charter, and the performance
                of its provisions by each of the Charterer and Guarantor does not
                violate
                or contravene (i) any applicable law or regulation existing at the
                date
                hereof ; (ii) the articles of incorporation or by-laws of either
                company;
                or (iii) any contractual restriction binding upon either the Charterer
                or
                the Guarantor under any other agreement of whatever
                nature.

            


       

      	(e)  	
              Control.
                The Guarantor owns or controls the
                Charterers.

            


       

      	(f)  	
              The
                registration of the Vessel under the Bareboat Charter Registry, and
                its
                operation thereunder, shall in not any way affect or threaten: (i)
                the
                validity or quality of title ownership of the Owner under the Underlying
                Registry, (ii) the validity or enforceability of the Mortgage as
                a first
                priority Panamanian naval Mortgage. 

            


       

       

       

      (2) For
        the
        duration of the Charter Period and until all Charter Party Obligations have
        been
        fulfilled and satisfied, the Charterer undertakes and covenants:

       

      
        	 	
                (a)

              	
                to
                  keep the Vessel in compliance with all national and international
                  laws,
                  conventions and regulations, including but not limited to SOLAS,
                  the ISM
                  Code and the ISPS Code, free of any liens and encumbrances (except
                  the
                  lien of the Mortgage), and to promptly inform the Owner of any
                  change in
                  the status of such compliance.

              


      

       

      
        	 	
                (b)

              	
                to
                  pay and discharge all debts, damages, liabilities and outgoings
                  whatsoever
                  which have given or may give rise to maritime, statutory or possessory
                  liens on, or claims enforceable against, the Vessel and, in the
                  event of a
                  writ or libel being filed against the Vessel or the Vessel being
                  arrested
                  pursuant to legal process or purported legal process or in the
                  event of
                  detention of the Vessel in exercise or purported exercise of any
                  such lien
                  or claim as aforesaid, the
                  Charterer shall procure the discharge of such writ or libel or
                  the release
                  of the Vessel from such arrest or detention within 30 days of receiving
                  notice thereof by providing bail or procuring the provision of
                  security or
                  otherwise as the circumstances may
                  require.

              


      

       

      
        	 	
                (c)

              	
                to
                  keep the Vessel classified in the highest classification and rating
                  for
                  vessels of the same flag, age and type, free of conditions and
                  recommendations (other than those for which the time prescribed
                  by class
                  for curing the condition or recommendation has not passed), with
                  all
                  certificates valid and up to date, and to: (i) submit the Vessel
                  to
                  continuous surveys and such periodical or other surveys as may
                  be required
                  for classification purposes and shall supply to the Mortgagee and/or
                  Owner, as they may reasonably request, copies of all survey and
                  class
                  reports issued in respect thereof, and; (ii) promptly inform the
                  Owner of
                  the withdrawal of any of the Vessel’s ratings by its classification
                  society or the imposition or issuance by said classification society
                  of
                  any condition or recommendation affecting class which is not complied
                  or
                  otherwise dealt with in accordance with its
                  terms.

              


      

       

      (d) to
        keep
        the Vessel insured in accordance with the terms of this Charter. 

       

      
        	 	
                (e)

              	
                to
                  keep the Vessel properly registered under the Underlying Registry
                  and the
                  Bareboat Charter Registry (or such other registration as may be
                  agreed by
                  the Owner), with all national and international trading certificates
                  valid
                  and up to date, and to (i) provide copies of all registration certificates
                  and similar documents issued by the Underlying Registry and the
                  Bareboat
                  Charter Registry, and all trading certificates, and; (ii) to promptly
                  inform the Owner of any change in the status of such registration
                  or
                  certification. 

              


      

       

      
        	 	
                (f)

              	
                cause
                  a cautionary notice with respect to the existence of the Mortgage
                  on the
                  Vessel to
                  be filed on the day of the Closing,
                  or as soon thereafter as is feasible,
                  with the Philippine Maritime Industry Authority
                  of
                  the Bareboat Charter Registry, such notice to be in form and substance
                  acceptable to the Owner.

              


      

       

      
        	 	
                (g)

              	
                deliver
                  to the Owner as
                  soon as possible, but in no event
                  later than 60 days,
                  following the day of the Closing, evidence acceptable to the Owner
                  that
                  the Philippine Maritime Industry Authority has recognized the existence
                  of
                  the Mortgage with respect to the Vessel and that such Mortgage
                  is governed
                  by the law of the Republic of Panama, and has duly noted the same
                  in the
                  Bareboat
                  Charter Registry. 

              


      

       

      
        	 	
                (h)

              	
                to
                  take any and all action necessary to ensure : (i) the validity
                  and quality
                  of title ownership of the Owner under the Underlying Registry,
                  and; (ii)
                  the validity and enforceability of the Mortgage as a first preferred
                  Mortgage. 

              


      

       

      
        	 	
                (i)

              	
                Unless
                  otherwise agreed by the Owner, upon termination of the Filscan
                  Charter the
                  Charterer shall cause:

              


      

      


      
        	 	
                (i)

              	
                the
                  cancellation and deletion of the Vessel from the Bareboat Charter
                  Registry, and the Mortgagee shall be entitled to do all such acts
                  and
                  things in the name of the Charterer
                  and
                  Filscan, as
                  may be required to effect such cancellation and deletion and to
                  comply
                  with any requirements of the Philippine
                  Maritime
                  Industry Authority for
                  the purpose of ensuring that the registration of the
                  Vessel in the Mercantile (Marine) Section of the Public Registry
                  of the
                  Republic of Panama is valid in every respect;
                  and

              


      

      


      
        	 	
                (ii)

              	
                the
                  delivery or cause to be delivered to the Owner or its designee
                  the
                  following documents, in each case in form and substance acceptable
                  to the
                  Owner: 

              


      

      


      
        	 	
                (v)

              	
                a
                  certificate of deletion in respect of the Vessel from the Philippine
                  Maritime Industry Authority;

              


      

      


      
        	 	
                (w)

              	
                the
                  original Temporary Certificate of Vessel Registry issued for the
                  Vessel by
                  the Philippine
                  Maritime
                  Industry Authority;

              


      

      


      
        	 	
                (x)

              	
                the
                  original of each certificate issued by any governmental entity
                  of the
                  Republic of the Philippines, including the certificate of the National
                  Telecommunications Commission of the Republic of the Philippines
                  on the
                  Vessel’s call sign and all SOLAS
                  certificates;

              


      

      


      
        	 	
                (y)

              	
                an
                  original certificate issued the Bureau of Internal Revenue of the
                  Republic
                  of the Philippines that all applicable withholding taxes shall
                  have been
                  paid; and

              


      

      


      
        	 	
                (z)

              	
                such
                  other documents and instruments as may be necessary or advisable
                  to effect
                  such cancellation and deletion and to comply with any requirements
                  of the
                  Philippine
                  Maritime
                  Industry Authority
                  for the purpose of ensuring that the registration of the Vessel
                  in the
                  Mercantile (Marine) Section of the Public Registry of the Republic
                  of
                  Panama is valid in every respect.

              


      

      


       

      
        	 	
                (j)

              	
                to
                  promptly inform the Owner, upon becoming aware of same, of the
                  occurrence
                  of a Charter Party Event of Default or of any circumstance which,
                  with the
                  giving of notice and the lapse of time, would constitute a Charter
                  Party
                  Event of Default.

              


      

       

      
        	 	
                (k)

              	
                to
                  procure and deliver to the Mortgagee, with copy to Owner, an annual
                  written appraisal report and such other interim valuations as the
                  Mortgagee may request, prepared by Broker, at the expense of the
                  Charterer, setting forth the Fair Market Value of the
                  Vessel.

              


      

       

      
        	 	
                (l)

              	
                to
                  notify the Mortgagee forthwith by fax, with copy to the Owner
                  of:

              


      

       

      
        	 	
                (i)

              	
                any
                  damage to the Vessel requiring repairs the cost of which will or
                  might
                  exceed five hundred thousand dollars ($500,000) (or the equivalent
                  in any
                  other currency);

              


      

       

      
        	 	
                (ii)

              	
                any
                  occurrence in consequence of which the Vessel has or may become
                  a Total
                  Loss;

              


      

       

      
        	 	
                (iii)

              	
                any
                  requisition of the Vessel for hire;

              


      

       

      
        	 	
                (iv)

              	
                any
                  requirement or recommendation made by any insurer or classification
                  society or by any competent authority which is not complied or
                  otherwise
                  dealt with in accordance with its
                  terms;

              


      

       

      	(v)  	
              any
                arrest or detention of the Ship or any exercise or purported exercise
                of a
                lien or other claim on the Ship or the Earnings within three (3)
                business
                days thereof;

            


       

      	(vi)  	
              any
                petition or notice of meeting to consider any resolution to wind
                up the
                Charterer or Guarantor (or any event analogous thereto under the
                laws of
                their respective jurisdictions of
                incorporation);

            


       

      	(vii)  	
              the
                occurrence of a Charterparty Event of
                Default;

            


       

      	(viii)  	
              any
                claim for breach of the ISM Code or the ISPS Code in connection with
                the
                Vessel being made against the Vessel, Charterer, Technical Manager
                or
                otherwise; and

            


       

      	(ix)  	
              any
                other material matter, event or incident, actual or threatened, the
                effect
                of which will or could lead to the ISM Code or the ISPS Code not
                being
                complied with as regards the Vessel.

            


       

      (m) not
        to
        mortgage, charge or otherwise encumber the Vessel or permit the creation
        of any
        such mortgage, charge or other encumbrance otherwise than to or in favor
        of the
        Mortgagee (save for such liens incurred in relation with the normal course
        of
        the operations of the Vessel).

       

      (3) For
        the
        duration of the Charter Period, and until all Charter Party Obligations have
        been fulfilled and satisfied, the Guarantor covenants:

       

      
        	 	
                (a)

              	
                to
                  be in compliance with the financial covenants set forth in the
                  TBS Credit
                  Facility (Section 7.13) dated July 31, 2006, regardless of whether
                  such
                  Credit Facility is in effect or not, and to promptly inform the
                  Owner in
                  the event the Charterer is not in compliance with any of such financial
                  covenants. The Guarantor shall provide a quarterly compliance certificate
                  with respect to the within covenant, in such form to be provided
                  by Owner,
                  or such other form acceptable to
                  Owner.

              


      

       

      
        	 	
                (b)

              	
                to
                  subordinate to the Owner any and all claims of whatever nature
                  which the
                  Guarantor has or may have against the Owner during the Charter
                  Period, and
                  until all Charter Party Obligations have been fulfilled and satisfied.
                  

              


      

       

      
        	
                (4)

              	
                The
                  Owner represents, warrants and covenants for the duration of the
                  Charter
                  Period:

              


      

       

      
        	 	
                (a)

              	
                it
                  is a single purpose limited liability company formed solely to
                  enter into
                  the MOA and Charter, and the financing in connection
                  therewith.

              


      

       

      
        	 	
                (b)

              	
                it
                  will not engage in any operations other than as contemplated to
                  be
                  performed by the Owner under the MOA, the Charter, and any financing
                  in
                  connection therewith.

              


      

       

      Clause
        36. Financial
        Statements.

       

      (1) Throughout
        the Charter Period, and for every year thereof, the Guarantor shall deliver
        to
        the Owner its (a) quarterly and annual financial statements and other reports
        of
        material events as soon as practicable but not later than 10 Business Days
        after
        the Guarantor files such financial statements on Forms 10-Q and 10-K and
        reports
        on Form 8-K with the United States Securities and Exchange Commission (but
        in no
        event later than: (i) 120 days after the end of its fiscal year with respect
        to
        its annual financial statements; (ii) 90 days after the end of each quarter),
        and (b) together with the annual financial statements, reports of and/or
        updates
        on all off-balance sheet financings and time charter hire commitments of
        the
        Guarantor), and (c) such other financial statements, annual budgets and
        projections as may be reasonably requested by the Owner and/or Mortgagee,
        each
        to be in such form as the Owner and/or Mortgagee may reasonably
        request;

       

      (2) The
        Charterer hereby consents to the sharing of information between the Owner
        and
        the Mortgagee regarding the Charterer’s financial position, operations, and such
        other matters related to this transaction and the performance of the Charter.
        

       

      Clause
        37. The
        Managers 

       

      (1) The
        Charterer shall appoint the Technical Managers and the Commercial Managers
        as
        managers of the Vessel throughout the Charter Period.

       

      (2) The
        Charterer may not change the Managers during the Charter Period nor amend
        or
        agree to amend the management agreements entered into between the Charterer
        and
        each of the Managers, without the prior written consent of the
        Owner.

       

      (3) Throughout
        the Charter Period, the Charterer shall ensure that the Managers comply with
        all
        applicable international conventions, codes and regulations, including the
        International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted,
        amended or replaced from time to time), the ISM Code and the ISPS Code, and
        all
        laws relating to pollution or protection of the environment, and all other
        laws
        or regulations in relation to the Vessel, its ownership, operation, security
        and
        management, or to the business of the Charterer and its sub-charterers; and
        the
        Charterer shall ensure such compliance by the Managers, crews, employees,
        agents, representatives and sub-charterers of the Charterer.

       

      (4) If
        a
        Charterparty Event of Default has occurred, the Owner shall have the right
        to
        replace either or both of the Managers and to appoint a commercial and technical
        manager of its choice, and the appointment of either or both of the Managers
        shall cease.

       

      Clause
        38. Inspection.

       

      (1) The
        Charterer shall permit the Owner, and all persons appointed by them to board
        the
        Vessel from time to time during the Charter Period to inspect the Vessel's
        state
        and condition, her log books and all other records in relation to the operation
        and maintenance of the Vessel, provided that any such inspection shall not
        interrupt the Vessel's operations. The Owner shall indemnify the Charterer,
        on
        customary terms and conditions, for the actions of Owner, and any persons
        appointed by them, while on board the Vessel.

       

      (2) The
        Charterer shall, at the request of the Owner, permit the Owner to inspect
        the
        Vessel's insurance policies and records and the Charterer will procure that
        any
        brokers or underwriters with or through whom the Insurances are placed provide
        the Owner with such information relating to the Insurances placed by the
        Charterer as the Owner shall request.

       

      (3) Costs
        related to the above inspections shall be borne by the Owner.

       

      (4) The
        Charterer shall promptly pay all rolls, dues and other outgoings whatsoever
        in
        respect of the Vessel and shall keep or procure there be kept proper books
        of
        account in respect of the Vessel and her earnings and, as and when the Owner
        may
        so require, shall make such books available for inspection on behalf of the
        Owner and its designees, and shall furnish satisfactory evidence that the
        wages
        and allotments and the insurance and pension contributions of the master
        and
        crew are being promptly and regularly paid and that all deductions from crew’s
        wages in respect of any tax liability or otherwise as required by law are
        being
        properly accounted for and that the master has no claim for disbursements
        other
        than those incurred by him in the ordinary course of trading on the voyage
        then
        in progress.

       

      Clause
        39. Owner’s
        Right of Assignment and Sale.

       

      At
        any
        time prior to or after the Delivery Date, the Owner shall have the right
        to sell
        the Vessel or assign its rights under this Charter to one or more persons,
        with
        or without consideration, upon the approval of the Charterer, which approval
        shall not be unreasonably withheld. Upon the request of the Owner, the Charterer
        shall execute a consent to any such sale or assignment.

       

      Clause
        40. Charterparty
        Events of Default

       

      (1) The
        occurrence of any of the following events shall constitute a material breach
        of
        this Charter by the Charterer and shall constitute a Charterparty Event of
        Default, entitling the Owner, inter
        alia,
        to
        terminate this Charter:

       

      	(a)  	
              Non-Payment:
                the Charterer fails to pay Charter Hire or other financial obligation
                as
                and when due under this Charter in the currency and in the manner
                stipulated; or

            


       

      	(b)  	
              Insolvency
                events: if
                the Charterer or Guarantor:

            


       

      	(i)  	
              is
                unable or admits its inability to pay its debts as they fall due;
                or

            


       

      	(ii)  	
              resolve
                to appoint, or apply for or consent to the appointment of, a receiver,
                administrative receiver, trustee, administrator or liquidator of
                itself or
                of all or part of its assets; or

            


       

      	(iii)  	
              if
                any proceedings are commenced or threatened, or any order of judgment
                is
                given by any court, for the bankruptcy, liquidation, winding up,
                administration or re-organization of the Charterer; or
                

            


       

      
        	 	
                (c)

              	
                the
                  Charterer commits any breach or default on any of its obligations,
                  undertakings or covenants under this Charter, and such breach or
                  default
                  is not cured within 10 business days of receipt of a written notice
                  from
                  the Owner; or

              


      

       

      
        	 	
                (d)

              	
                if
                  the Charterer or Guarantor defaults in the payment of any other
                  indebtedness or obligation for borrowed money as and when due,
                  or is
                  capable of being declared due prior to its stated maturity by reason
                  of a
                  default on the part of the Charterer or Guarantor, and such default
                  is not
                  cured within 30 days thereof; or

              


      

       

      
        	 	
                (e)

              	
                if
                  a Charterparty Event of Default occurs under the SEMINOLE PRINCESS
                  Charter; or

              


      

       

      
        	 	
                (f)

              	
                Misrepresentation:
                  any representation or warranty made or deemed to be made or repeated
                  by
                  the Charterer or the Guarantor in this Charter or the MOA, or in
                  any
                  notice, certificate or statement referred to in or delivered under
                  either
                  of those documents is or proves to have been incorrect or misleading
                  in
                  any material respect; or

              


      

       

      
        	 	
                (g)

              	
                the
                  Guarantor commits any breach or default on any of its obligations,
                  undertakings or covenants under this Charter; or
                  

              


      

       

      
        	 	
                (h)

              	
                If
                  the guarantee of this Charter as set forth in Clause 53 ceases
                  for any
                  reason whatsoever to be the legal, valid, and enforceable obligation
                  of
                  the Guarantor.

              


      

       

      
        	 	
                (i)

              	
                If
                  the Vessel is arrested, seized or detained (other than constituting
                  a
                  Total Loss), and the Vessel is not released from such arrest, seizure
                  or
                  detention within 30 days thereof by providing bail or procuring
                  the
                  provision of security or otherwise as the circumstances may
                  require.

              


      

       

      
        	 	
                (j)

              	
                If
                  the Vessel becomes a Total Loss and payment of all insurance proceeds
                  is
                  not received by the Mortgagee from insurance underwriters within
                  one
                  hundred twenty (120) days of the date of the Total
                  Loss.

              


      

       

      Clause
        41. Termination
        and Vessel Location.

       

      (1) At
        any
        time after a Charter Party Event of Default shall have occurred and be
        continuing:

       

      
        	 	
                (a)

              	
                the
                  Owner shall be entitled (but is not bound), by notice to the Charterer,
                  and without prejudice to any other rights or claims of the Owner,
                  immediately or on such date as the Owner may specify, terminate
                  the
                  chartering by the Charterer of the Vessel under this Charter, whereupon
                  the Vessel shall no longer be in the possession of the Charterer
                  with the
                  consent of the Owner. In the event the Owner exercises its right
                  to
                  terminate as set forth above, the Charterer shall, unless otherwise
                  agreed
                  by the Owner: (i) terminate the Filscan Charter and all Sub-Charters;
                  (ii)
                  cause the redelivery of the Vessel under the Filscan Charter and
                  all
                  Sub-Charters. 

              


      

       

      
        	 	
                (b)

              	
                the
                  Charterer shall, upon receipt of a written notice from the Owner,
                  move the
                  Vessel to such place or places within such jurisdiction as the
                  Owner shall
                  direct in such notice, and shall fully comply with any orders given
                  by the
                  Owner in connection therewith.

              


      

       

      
        	 	
                (c)

              	
                the
                  Charterer shall, upon receipt of written notice from the Owner,
                  cause the
                  cancellation and deletion of the Vessel from the Bareboat Charter
                  Registry, and the Owner shall be entitled to do all such acts and
                  things
                  in the name of the Charterer and Filscan as may be required to
                  effect such
                  cancellation and deletion, including but not limited to the delivery
                  to
                  the Owner or its designee the documents listed in Clause 35(2)(i)(v)
                  -
                  (z), and to comply with any requirements of the Philippine
                  Maritime
                  Industry Authority and/or the Panama Maritime Authority for the
                  purpose of
                  ensuring that the registration of the Vessel in the Mercantile
                  (Marine)
                  Section of the Public Registry of the Republic of Panama is valid
                  in every
                  respect.

              


      

       

      
        	 	
                (d)

              	
                upon
                  notice given by the Owner pursuant to Clause 41(1)(a), the Charterer
                  shall
                  continue to pay Charter Hire until the Vessel is redelivered to
                  the Owner,
                  and thereafter the Charter shall terminate and the Charterer shall
                  pay, or
                  reimburse, to the Owner on demand all losses suffered or incurred
                  by the
                  Owner in connection with such termination, including but not limited
                  to
                  all liabilities, costs and expenses incurred in recovering possession
                  of
                  the Vessel, and shall pay to Owner all damages of whatever nature
                  arising
                  out of the breach of this Charter. 

              


      

       

      


      Clause
        42. Call
        Option.

      


      (1) The
        Owner
        hereby grants to the Charterer an option (the “Call Option”) whereby the
        Charterer shall have the right, exercisable at the end of the fifth, sixth
        or
        seventh year of the Charter Period (the “Option Period”), to purchase the Vessel
        on the following terms and conditions:

      


      	(a)  	
              Option
                Schedule and Price:

            


      


      	(i)  	
              End
                Option Year 5 Price:US$11,100,000,
                NSP.

            


      


      	(ii)  	
              End
                Option Year 6 Price:US$9,150,000,
                NSP.

            


      


      	(iii)  	
              End
                Option Year 7 Price:US$6,750,000,
                NSP.

            


      


      	(iv)  	
              Interim
                Period Option and Price: The Call Option may be exercised during
                the
                Option Period on a date prior to the expiration of the relevant Option
                Year, at a pro-rata price.

            


      


      	(b)  	
              The
                Call Option may be exercised by the Charterer during the Option Period
                upon thirty (30) days prior written notice delivered to the Owner
                (the
                “Call Option Notice”), setting forth the date the Call Option will be
                exercised (the “Call Option Date”); provided, however, that if the Call
                Option is exercised any time after the end of Option Year 6, the
                Call
                Option Notice shall be delivered one hundred twenty (120) days prior
                to
                the Call Option Date;

            


      


      	(c)  	
              The
                Call Option Notice shall specify the proposed place and date for
                the
                purchase of the Vessel, which in no event shall be more than thirty
                (30)
                days after the Call Option Date;

            


      


      	(d)  	
              In
                the event the Call Option is exercised: (i) the Owner and the Charterer
                shall execute and deliver a memorandum of agreement in the form attached
                to the Document Appendix as Exhibit “A” which shall govern the terms and
                conditions of sale of the Vessel (the “Option MOA”), and; (ii) the
                Charterer shall within three (3) business days from the delivery
                of the
                Call Option Notice, place a deposit in the amount of 10% of the purchase
                price in a joint account at the Owner’s bank in the names of the Owner and
                the Charterer.

            


      


      	(e)  	
              Upon
                the delivery of the Vessel under the Option MOA, the obligation to
                pay
                unaccrued Charter Hire shall cease, and the Charter Period shall
                expire.

            


      


      	(f)  	
              The
                Charterer’s right to exercise the Call Option pursuant to this Clause 42
                is subject to and conditioned upon the simultaneous exercise and
                performance by Adirondack of the identical Call Option under the
                SEMINOLE
                PRINCESS Charter. 

            


       

      Clause
        43. Mortgage

       

      (1) It
        is
        acknowledged and agreed by the Owner and Charterer that the Owner is arranging
        for the Mortgagee to provide acquisition finance in respect of the Vessel.
        The
        Charterer hereby agrees that at the time of the Closing, the Mortgage shall
        be
        granted and registered in favor of the Motgagee, and the Mortgagee will take,
        inter
        alia,
        an
        assignment of the insurances over the Vessel. The Charterer agrees to provide
        such other security in favor of the Mortgagee which is customary and reasonable
        in the ship finance practice. The Charterer further agrees to sign and deliver
        such agreements, notices and consents which may be required from time to
        time in
        connection with the foregoing.

       

      (2) The
        Charterer shall ensure that no event arising out of the operation of the
        Vessel,
        or which is otherwise within the Charterer’s control, either directly or
        indirectly, will affect the enforceability of the Mortgage under and in
        accordance with the laws of the Republic of Panama during the Charter
        Period.

       

      (3) The
        Charterer: (a) undertakes that it will comply with all such instructions
        or
        directions in regard to the employment, insurances, repairs and maintenance
        of
        the Vessel, etc. as laid down in the Mortgage or as may be directed from
        time to
        time during the currency of the Charter by the Mortgagee in conformity with
        the
        Mortgage; (b) acknowledges and agrees that the Mortgagee may take any reasonable
        action which it may think fit for the purpose of protecting or maintaining
        the
        security created by the Mortgage.

       

      (4) The
        Charterer shall:

       

      
        	 	
                (a)

              	
                carry
                  on board the Vessel with its papers a certified copy of the Mortgage
                  and
                  cause that certified copy of this Mortgage to be exhibited to any
                  person
                  having business with the Vessel which might give rise to a lien
                  on the
                  Vessel other than a lien for crew's wages and salvage and to any
                  representative of the Mortgagee on demand;
                  and

              


      

       

      
        	 	
                (b)

              	
                place
                  and maintain in a conspicuous place in the navigation room and
                  the
                  Master’s cabin of the Vessel a framed printed notice in plain type in
                  English of such size that the paragraph of reading matter shall
                  cover a
                  space not less than 6 inches wide and 9 inches high reading as
                  follows:

              


      

       

      “NOTICE
        OF MORTGAGE

      


      This
        Ship
        is mortgaged by the Owner hereof to DVB BANK AMERICA N.V., as Mortgagee pursuant
        to the provisions of Chapter V Title IV of Book Second of the Code of Commerce
        of the Republic of Panama and other pertinent legislation and pursuant also
        to
        the terms of the said Mortgage, a certified copy of which is preserved with
        the
        Ship’s papers. Therefore, neither the Owner nor any Charterer nor the Master of
        this Ship nor any other person has any right, power or authority to create,
        incur or permit to be imposed upon this Ship any lien whatsoever other than
        for
        crew’s wages and salvage.”

      


      Clause
        44. Requisition
        for Hire and Total Loss

       

      (1) If
        the
        Vessel is requisitioned for hire by any government or other competent authority
        during the Charter Period, then unless and until such requisition becomes
        a
        Total Loss (and subject to Clause 40), this Charter shall continue in full
        force
        and effect for the remainder of the Charter Period (and the Charterer shall
        be
        fully responsible for due compliance with all its obligations under this
        Charter), the following shall apply:

       

      	(a)  	
              so
                long as the Charterer shall duly comply with all of its obligations
                under
                this Charter, the Charterer shall be entitled to all requisition
                hire paid
                to the Owner or to the Charterer by such government or other competent
                authority or by any person acting by the authority of the same on
                account
                of such requisition; and,

            


       

      	(b)  	
              as
                soon as practical after the end of any requisition for hire the Charterer
                shall, cause the condition of the Vessel to comply in all respects
                with
                the provisions of this Charter;

            


       

      	(c)  	
              should
                the Vessel be under requisition for hire at the end of the Charter
                Period,
                this Charter shall nevertheless terminate but without prejudice to
                the
                accrued rights of the parties hereto, and all requisition hire shall
                be
                paid to the Owner;

            


       

      	(d)  	
              the
                Charterer shall if it is prevented from redelivering the Vessel at
                the end
                of the Charter Period by reason of the said requisition, be relieved
                of
                its obligation to do so.

            


       

      (2) Subject
        to Clause 44(6) below, in the event that the Vessel becomes a Total Loss,
        the
        Charterer shall be under no obligation to pay Charter Hire after the date
        of
        such Total Loss, provided that:

       

      	(a)  	
              the
                Vessel is insured in accordance with the terms of this Charter;
                

            


       

      	(b)  	
              no
                insurer has refused to meet or has disputed the claim for Total Loss;
                and,

            


       

      	(c)  	
              payment
                of all insurance proceeds in respect of the Total Loss is made in
                full and
                in an amount at least equal to the amounts set out in Clause 33,
                and such
                proceeds are received within one hundred twenty (120) days of the
                date
                that the Total Loss in question is deemed to have occurred or such
                longer
                period as the Owner may, in its absolute discretion, agree.
                

            


       

      For
        the
        avoidance of doubt, the obligation to pay Charter Hire shall be uninterrupted
        if
        Clause 44(2)(a) or (b) is not satisfied. In the event Clause 44(2)(c) is
        not
        satisfied, the obligation to pay Charter Hire shall resume upon the expiry
        of
        the one hundred twenty (120) day period. 

       

      (3) For
        the
        purposes of this Clause 44: 

       

      "Total
        Loss"
        shall
        mean:

       

      	(a)  	
              an
                actual, constructive, arranged, agreed or compromised total loss
                of the
                Vessel; 

            


       

      	(b)  	
              the
                requisition (whether
                or not for
                title)
                of
                the Vessel by or on behalf of any government or other authority (other
                than by way of requisition for hire for a fixed period not exceeding
                one
                year without any right to an extension); 

            


       

      	(c)  	
              the
                capture, seizure, arrest, detention, confiscation, expropriation
                or
                condemnation of the Vessel (other than where the same amounts to
                requisition
                (whether or not for title)
                of
                the Vessel) by any governmental authority, or by any person claiming
                to be
                or purporting to act on behalf of any governmental authority, unless
                the
                Vessel is released and returned to the possession of the Charterer
                within
                12
                months
                after the capture, seizure, arrest, detention, confiscation, expropriation
                or condemnation in question;
                or 

            


       

      	(d)  	
              assailing
                thievery
                or
                piracy
                of
                the Vessel, which deprives the Charterer of the use of the Vessel
                for a
                period of 90 days. 

            


       

      (4) For
        the
        purposes of this Clause 44, the
        date a
        Total
        Loss shall be deemed to have occurred
        shall
        be:

       

      	(a)  	
              in
                the case of an actual loss of the Vessel on the actual date or at
                the time
                the Vessel was lost or, if such date is not known, on the date on
                which
                the Vessel was last reported;

            


       

      	(b)  	
              in
                the case of a constructive total loss of the Vessel, on
                the date and at the time notice of abandonment of the Vessel is given
                to
                the insurers of the Vessel; 

            


       

      	(c)  	
              in
                the case of an
                arranged, agreed or
                compromised
                total loss, on the date upon which a binding agreement as to such
                arranged,
                agreed or compromised
                total loss is entered into by the insurers of the
                Vessel;

            


       

      	(d)  	
              in
                the case of any
                requisition (whether or not for title) of the Vessel by or on behalf
                of
                any government or other authority (other than by way of requisition
                for
                hire for a fixed period not exceeding one year without any right
                to an
                extension), on the date on which such requisition
                occurred;

            


       

      	(e)  	
              in
                the case of the
                capture, seizure, arrest, detention, confiscation, expropriation
                or
                condemnation of the Vessel (other than where the same amounts to
                requisition
                (whether or not for title)
                of
                the Vessel) by any governmental authority, or by any person claiming
                to be
                or purporting to act on behalf of any governmental authority, which
                deprives the Charterer of the use of the Vessel for more than 12
                months,
                upon the expiry of the period of 12
                months
                after the date upon which the capture, seizure, arrest, detention,
                confiscation, expropriation or condemnation of the Vessel
                occurred;

            


       

      	(f)  	
              in
                the case of assailing
                thievery or piracy
                of
                the Vessel, which deprives the Charterer of the use of the Vessel
                for a
                period of more than 90 days, upon the expiry of the period of 90
                days
                after the date upon which the assailing
                thievery
                or
                piracy
                occurred;
                and

            


       

      	(g)  	
              in
                the case of any other type of total loss, on the date (or the most
                likely
                date) on which it appears to the Owner that the event constituting
                the
                total loss occurred.

            


       

      (5) The
        Owner
        hereby agrees that if it is contacted or approached by any government or
        other
        competent authority during the Charter Period wishing to requisition the
        Vessel
        for hire, then the Owner will contact the Charterer and will conduct any
        negotiations with such government or other competent authority
        jointly.

      


      (6) In
        the
        event of a Total Loss, all insurance proceeds shall be paid to the Mortgagee
        as
        provided in accordance with the Insurance Assignment loss payable clause.
        After
        all amounts to which the Mortgagee is entitled are deducted, the balance,
        as
        between the Owner on the one part, and the Charterer and Filscan on the other,
        shall be applied in the following order:

      


      (a) to
        the
        Owner, a sum equal to:

      


      
        	 	
                (i)

              	
                the
                  amount of Charter Hire that would have been paid (but for the Total
                  Loss)
                  from the date of occurrence of the Total Loss until the next Call
                  Option
                  Year under Clause 42(1)(a)(i) - (iii);
                  plus

              


      

      


      (ii) any
        other
        amount due to the Owner under the Charter; plus

      


      (iii) the
        applicable call option price; less

      


      (iv) the
        Seller’s Credit.

      


      (b) to
        the
        Charterer and Filscan, the balance thereof. 

      


       

      Clause
        45. Assignment
        and Sub-Charter; Vessel Trade.

       

      (1) The
        Charterer is not entitled to assign this Charter.

       

      (2) The
        Charterer shall be entitled to sub-bareboat charter the Vessel to Filscan
        for
        purposes of effecting the Bareboat Charter Registry; the form and terms of
        said
        sub-bareboat charter to be approved by Owner. 

       

      (3) Charterer
        and Filscan shall be entitled to sub-charter the Vessel (meaning time charter
        or
        voyage charter) to any entity within the TBS Group.

       

      (4) Charterer
        and Filscan shall be entitled to sub-charter the Vessel (meaning time charter
        or
        voyage charter) to any entity outside of the TBS Group; provided, however,
        in
        the event any such time or voyage charter is for a period in excess of one
        (1)
        year, then the Charterer shall (a) notify the Owner and the Mortgagee, and
        (b)
        upon the request of the Owner assign such charter to the Mortgagee.

       

      (5) During
        the Charter Period, the Charterer and Filscan shall not employ the Vessel,
        nor
        allow her to be employed by any sub-charterer, in any manner contrary to
        any law
        or regulation in force in the country of the Vessel's Underlying Registry
        or
        Bareboat Charter Registry, or any other jurisdiction to which the Vessel
        may
        call.

       

      Clause
        46. 
        Charterer’s Equipment and Vessel Conversion.

       

      (1) At
        the
        Charterer’s risk and expense, the Charterer may install any equipment required
        in the Vessel's trade, the cost of same to be for Charterer's account and
        the
        same to be done in accordance with Vessel's Classification Society regulations.
        Such equipment shall remain the Charterers' property and be taken off prior
        to
        redelivery.

       

      (2) It
        is
        understood and agreed that the Charterer intends to make structural changes
        and
        modifications to the Vessel to accommodate the trade of the Charterer or
        sub-charterers (“Conversion Work”). Any such Conversion work shall
        be:

       

      (a)     at
        Charterer’s sole risk and expense;

       

      
        	 	
                (b)

              	
                in
                  accordance with plans and specifications approved by (i) the Vessel’s
                  classification society, and; (ii) the Owner, said Owner’s approval not to
                  be unreasonably withheld;

              


      

       

      
        	 	
                (c)

              	
                in
                  conformity with all national and international laws, conventions
                  and
                  regulations;

              


      

       

      
        	 	
                (d)

              	
                approved
                  by (i) the Vessel’s classification society, and; (ii) the Owner, said
                  Owner’s approval not to be unreasonably
                  withheld.

              


      

       

      (3) Prior
        to
        the commencement of any Conversion Work, the Charterer shall cause port risks
        insurance coverage to be placed in such form and on such terms acceptable
        to the
        Owner and Mortgagee.

       

      (4) Any
        Conversion Work shall, subject to Clause 46(5), become part of the Vessel
        and
        subject to the lien of the Mortgage.

       

      (5) If
        the
        Owner so requests, upon Redelivery of the Vessel the Charterer shall restore
        the
        Vessel to its former condition (prior to the Conversion Work) at the Charterer’s
        time and expense.

       

      Clause
        47. Change
        of
        Name

       

      The
        Charterer to have the right to change the name of the Vessel during the Charter
        Period, at Charterer’s sole cost and expense, but Owner to cooperate to
        accomplish same.

       

      Clause
        48. Redelivery
        of the Vessel.

       

      (1)  Unless
        the Charterer exercises the Call Option under Clause 42 of this Charter,
        at the
        time of the Vessel is redelivered to the Owner:

       

      	(a)  	
              The
                Vessel shall have the classification specified in Box 10 unexpired,
                and
                with no conditions or recommendations, with no less than six (6)
                months’
                validity from the Redelivery Date;

            


       

      	(a)  	
              The
                Vessel shall have on board and installed the machinery and other
                equipment
                as installed at the time of Delivery or replacements for same made
                in
                accordance with Classification Society requirements and the provisions
                of
                this Charter; 

            


       

      	(b)  	
              The
                Vessel shall have the same or equivalent inventory of spare parts
                as on
                board the Vessel at the time of Delivery, not to be less than
                Classification Society requirements; 

            


       

      	(c)  	
              The
                Vessel shall be seaworthy and in such state and condition so as to
                demonstrate compliance by the Charterer with its obligations under
                this
                Charter in accordance with its terms. Without limiting the foregoing,
                all
                damage and/or defects, which, if unrectified or unrepaired and brought
                to
                the attention of the Classification Society would lead to the imposition
                of a condition of class, must be repaired or rectified prior to
                redelivery.

            


       

      
        	 	
                (d)  
                  

              	
                The
                  Charterer shall deliver to the Owner all of the manuals and technical
                  records on board the Vessel and in the Charterer’s office at the time of
                  redelivery.

              


      

       

      
        	 	
                (e)  
                  

              	
                All
                  trading certificates (including applicable SOLAS certification)
                  shall be
                  delivered to the Owner in each case with no less than six (6) months'
                  validity from the Redelivery Date.

              


      

       

      
        	 	
                (f)   
                  

              	
                The
                  Vessel shall be redelivered to the Owner charter free, in a worldwide
                  port, in Owner’s option. 

              


      

       

      
        	 	
                (g)   
                  

              	
                The
                  Vessel to be free of any lien whatsoever other than liens created
                  by the
                  Owner, if any, during the Charter Period, including the mortgage
                  lien of
                  the Mortgage.

              


      

       

      Clause
        49. Fees
        and
        Costs (Covering both Charters).

       

      (1) The
        Charterers shall pay to the Owners in connection with the transaction
        contemplated by the MOAs and the Charters, a total of two percent (2%) of
        the
        combined purchase price of the Vessels under the MOAs (the “2% Fee”) as
        follows:

       

      
        	 	
                (a)  
                   

              	
                $200,000
                  shall be paid upon Charterers’ receipt of written notice confirming the
                  Owners have entered into an interest rate swap
                  agreement.

              


      

       

            
        (b)   The
        balance of the 2% Fee shall be paid at Closing. 

       

      (2) The
        Charterers shall bear all costs and expenses related to this transaction,
        including but not limited to the negotiation, preparation, execution,
        registration and recording of all documents required by or in connection
        with
        the MOAs, the Charters, the Mortgages, and any and all other documents in
        connection therewith; provided, however, such costs and expenses shall be
        capped
        at $60,000.

       

      (3) The
        Charterers shall indemnify the Owners from time to time on demand against
        all
        fees and costs incurred or sustained by the Owners as a consequence of any
        Charterparty Event of Default.

       

      Clause
        50.  Owner’s
        Default

      


      (1) The
        Charterer shall be entitled to terminate this Charter Party and redeliver
        the
        Vessel to the Owner without prejudice to any claims for damages the Charterer
        may have in the event the Charterer is permanently deprived from operating
        the
        Vessel in accordance with the terms and conditions hereof due to events solely
        attributable to the Owner’s failure to make payment in accordance with its
        financing for the Vessel with the Mortgagee from the Charter Hire paid under
        this Charter, provided such failure is not caused by any default of the
        Charterer under this Charter.

      


      (2) For
        purposes of this Clause 50, it shall be deemed that the Charterer is permanently
        deprived from operating the Vessel if the Charterer continues to be deprived
        from operating the Vessel for the period of one hundred twenty (120) running
        days for reasons solely attributable to the Owner.

      


      (3) In
        the
        event of the Owner’s default in payment under the Mortgage, the Charterer shall
        have the option of terminating the Charter and re-delivering the Vessel as
        set
        forth above, or of curing Owner’s default by continuing to pay hire to the
        Mortgagee. In connection with the foregoing, the Owner shall request the
        Mortgagee to execute the letter in the form attached to the Document Appendix
        as
        Exhibit “B”, which letter shall be countersigned by the Charterer.

       

      Clause
        51. Indemnity.

       

      (1) The
        Charterer hereby undertakes and agrees with the Owner to indemnify and hold
        the
        Owner harmless and to keep the Owner indemnified and held harmless at all
        times
        during the Charter Period or at any time in respect of events arising during
        the
        Charter Period against the following matters:

       

      
        	 	
                (a)

              	
                all
                  costs and expenses of ownership, possession, chartering, operating
                  and
                  maintaining the Vessel or any part thereof including (but without
                  prejudice to the generality of the foregoing) all port charges,
                  fees,
                  taxes, levies, fines, penalties, charges, insurance premiums, fuel,
                  oil,
                  victualling crew, management, navigation, manning, operating and
                  freight
                  expenses, and any other outgoings
                  whatsoever;

              


      

       

      
        	 	
                (b)

              	
                all
                  liabilities, claims, proceedings, (whether civil or criminal),
                  damages,
                  penalties, fines, or other sanctions, judgments, charges, taxes
                  (other
                  than taxes due from the Owner on its profits or corporate good
                  standing
                  taxes), impositions, liens, salvage, general average, costs and
                  expenses
                  whatsoever which may at any time be made or claimed by any employee,
                  servant, agent or sub-contractor of the Charterer, sub-charterer,
                  passenger, owner, shipper, consignee and receiver of goods or any
                  third
                  party (including without prejudice to the foregoing, and governments,
                  governmental taxation or other authorities) or by their respective
                  dependents, arising directly or indirectly in any manner out of
                  the
                  ownership, possession, management, navigation, operation, employment,
                  use,
                  maintenance, repair, certification, manning, provisioning, supply
                  or
                  servicing of the Vessel (whether at sea or not) or the chartering
                  thereof
                  hereunder whether such liability, claims, proceedings, penalties,
                  fines,
                  sanctions, judgments, charges, taxes, impositions, liens, salvage,
                  general
                  average, costs or expenses may be attributable to any defect in
                  the Vessel
                  or the design, testing or use thereof or from any maintenance,
                  service,
                  repair, overhaul or otherwise and regardless of when the same shall
                  arise
                  and whether or not the Vessel or the relevant part thereof is in
                  the
                  possession or control of the Charterer and wherever the Vessel
                  is located,
                  and without prejudice the its generality the provisions of this
                  paragraph
                  (ii) shall extend to claims of persons (including governments or
                  other
                  persons whether corporate or otherwise) who have suffered or allege
                  that
                  they have suffered loss (whether of property or person), damage
                  or injury
                  in connection with anything done or not done by the Vessel, including
                  in
                  connection with any oil or other substance emanating from the Vessel
                  or
                  arising from its operations and shall extend to levies, impositions,
                  calls
                  or contributions required to be made by the Owner during or in
                  respect of
                  the Charter Period;

              


      

       

      	(i)  	
              any
                loss, damage, liability, costs or expenses incurred by the Owner
                arising
                out of or in connection with the Charterer’s ownership of or demise
                charter of any vessel other than the Vessel and the operation and
                employment of such vessel.

            


       

      	(ii)  	
              Notwithstanding
                any sub-letting of the Vessel by the Charterer, the Charterer shall
                remain
                shall remain responsible for the due fulfillment of all the terms
                and
                conditions of this Charter.

            


       

      	(iii)  	
              No
                failure or delay on the part of the Owner in exercising any power
                or
                rights hereunder shall operate as a waiver thereof nor shall any
                single or
                partial exercise of any such right or power preclude any other or
                further
                exercise of any such right or power.

            


       

      	(iv)  	
              This
                Charter shall not be varied in its terms by any oral agreement or
                representation or otherwise than by an instrument in writing of even
                date
                herewith or subsequent date hereto executed by the parties hereto
                by their
                duly authorized representatives.

            


       

      	(v)  	
              If
                any term or provision of this Charter or the application thereof
                to any
                person or circumstance shall to any extent be invalid or unenforceable,
                the remainder of this Charter or application of such term or provision
                to
                persons or circumstances other than those as to which it is already
                invalid or unenforceable shall not be affected thereby and each term
                and
                provision of this Charter shall be valid and be enforceable to the
                fullest
                extent permitted by law.

            


       

      Clause
        52. Notices.

       

      Any
        demand, consent, or notice required or permitted to be given under this Charter
        shall be in writing and sent by courier, fax or by hand addressed as
        follows:

       

      If
        to the
        Owner:

       

      NFC
        Shipping Fund VI LLC

      c/o
        DVB
        Bank America N.V.

      Zeelandia
        Office Park

      Kaya
        K.F.G. Mensing 14, Curacao

      Netherland
        Antilles

      Tel:
        +5999-432-7657

      Fax:
        +5999-465-2366

      Attn:
        Mr.
        Fritz Valkenhoff

      


      With
        copy
        to:

      


      Navigation
        Finance Corp.

      One
        Stamford Landing

      62
        Southfield Avenue

      Stamford,
        CT 06902

      Tel:
        203
        487-3434

      Fax:
        203
        487-3435

      Attn:
        Ms.
        Carol Ann Malinowski

      


       

      If
        to the
        Charterer or Guarantor:

       

      Beekman
        Shipping Corp. 

      Suite
        306

      Commerce
        Building

      One
        Chancery Lane

      Hamilton
        HM12

      Bermuda

      Telephone
        No.: 441-295-9230 

      Telefax
        No.: 441-295-4957

      


      with
        copy
        to:

      


      Roymar
        Ship Management, Inc.

      455
        Central Park Avenue

      Scarsdale,
        New York 10583

      Attention:
        Ron W. Tursi

      Telephone
        No.: 914-337-0714

      Telefax
        No.: 914-337-1822

      


      and

      


      TBS
        Shipping Services Inc.

      612
        Grassy Sprain Road

      Yonkers,
        New York 10710

      USA
        

      Attention:
        Ferdinand V. Lepere

      Telephone
        No.: 914-961-1000

      Telefax
        No. : 914-779-4724

      


      or
        in
        each case to such other person or address as either party may notify in writing
        to the other party hereto. Any such notice shall be deemed to have been received
        by the party to whom it is addressed (and reference herein to receipt by
        any
        party shall include deemed receipt) in the case of notice sent by courier
        upon
        the expiration of two (2) days after sending, or in the case of notice given
        by
        fax when the sender receives one or more transmission reports showing the
        whole
        of the communication to have been transmitted to the correct fax machine,
        or in
        the case of notice delivered by hand upon delivery.

       

      Clause
        53. Charter
        Party Guarantee.

       

      (1) Obligations
        Guaranteed.

       

      
        	 	
                (a)

              	
                In
                  consideration of the Commitments of the Owner, the Guarantor hereby
                  unconditionally and irrevocably guarantees to the Owner, as primary
                  obligor and not as mere surety (i) the full and prompt payment
                  of all
                  amounts payable by the Charterer under the terms of this Charter,
                  including but not limited to Charter Hire; insurance premiums and
                  P&I
                  calls; costs and fees, as the same shall become due and payable,
                  whether
                  at the stated time for payment thereof, or by acceleration upon
                  a
                  Charterparty Event of Default; (ii) the full and prompt payment
                  of any
                  indemnity for loss, claim, expense or liability that the Owner
                  may suffer
                  or incur by reason of or in connection with this Charter, or the
                  operation, use or employment of the Vessel; and (iii) the full
                  and prompt
                  performance and observance by the Charterer of all obligations,
                  undertakings, covenants and agreements required to be performed
                  and
                  observed by the Charterer under the terms of this Charter (items
                  (i)
                  through (iii), the “Guarantee Obligations”).


              


      

       

      
        	 	
                (b)

              	
                All
                  payments by the Guarantor shall be paid in the lawful currency
                  of the
                  United States. Each and every default in the payment or performance
                  of the
                  Guarantee Obligations, shall give rise to a separate cause of action
                  hereunder, and separate suits may be brought as each cause of action
                  arises.

              


      

       

      
        	 	
                (c)

              	
                The
                  Guarantor further agrees that the Guarantee Obligations constitute
                  an
                  absolute, unconditional, present and continuing guarantee of performance
                  and payment and not of collection, and waives any right to require
                  that
                  any resort be had by the Owner to (i) any security held by or for
                  the
                  benefit of the Owner for payment or performance of the Guaranteed
                  Obligations; (ii) the Owner’s right against any other person, or (iii) any
                  other right or remedy available to the Owner by contract, applicable
                  law,
                  or otherwise. The Guarantee Obligations are direct, unconditional
                  and
                  completely independent of the obligations of any other person or
                  entity,
                  and a separate cause of action or separate causes of action may
                  be brought
                  and prosecuted against the Guarantor without the necessity of any
                  other
                  party or previous proceeding with or exhausting any other remedy
                  against
                  any other person who might have become liable for the Guarantee
                  Obligations or of realizing upon any security held by or for the
                  benefit
                  of the Owner.

              


      

       

      
        	 	
                (d)

              	
                The
                  Guarantor shall pay to the Owner all reasonable costs and expenses
                  (including, without limitation, reasonable attorneys’ fees) incurred by
                  the Owner upon the occurrence of a Charterparty Event of Default
                  under the
                  terms of this Charter. 

              


      

       

      (2) Guarantee
        Obligations of Guarantor Unconditional.
        The
        Guarantee Obligations shall be absolute and unconditional and shall remain
        in
        full force and effect until (a) all amounts due or payable under the Charter
        shall have been paid and (b) all other sums payable by the Charterer and
        the
        Guarantor under this Charter have been paid in full and, to the extent permitted
        by law, such Guarantee Obligations shall not be affected, modified, released
        or
        impaired by any state of facts or the happening from time to time of any
        event,
        including, without limitation, any of the following, whether or not with
        notice
        to or the consent of the Guarantor:

       

      	(i)  	
              the
                invalidity, irregularity, illegality, frustration or unenforceability
                of,
                or any defect in this Charter or any collateral document related
                hereto;

            


       

      	(ii)  	
              any
                present or future law or order of any government (de
                jure
                or
                de
                facto)
                or of any agency thereof purporting to reduce, amend or otherwise
                affect
                this Charter or or to vary any terms of
                payment;

            


       

      	(iii)  	
              the
                waiver, compromise, settlement, release, extension, change, modification
                or termination of any or all of the obligations of (x) the Charterer
                under
                this Charter (except by payment in full of all amounts due or payable
                under this Charter) or (y) the Guarantor with respect to the Guarantee
                Obligations (except by payment in full of all the Guarantee Obligations
                hereunder);

            


       

      	(iv)  	
              the
                failure to give notice to the Guarantor of the occurrence of a
                Charterparty Event of Default under the
                Charter;

            


       

      	(v)  	
              the
                modification or amendment (whether material or otherwise) of any
                Guarantee
                Obligation under this Charter;

            


       

      	(vi)  	
              the
                taking of, or the omission to take, any of the actions referred to
                in this
                Charter;

            


       

      	(vii)  	
              any
                failure, omission, delay, or lack on the part of the Owner to enforce,
                assert or exercise any right, power or remedy conferred on the Owner
                in
                this Charter;

            


       

      	(viii)  	
              the
                voluntary or involuntary liquidation, dissolution, sale or other
                disposition of all or substantially all the assets, marshalling of
                assets
                and liabilities, receivership, insolvency, bankruptcy, assignment
                for the
                benefit of creditors, reorganization, arrangement or composition
                with
                creditors or readjustment of, or other similar proceedings affecting
                the
                Guarantor or any of its assets;

            


       

      	(ix)  	
              any
                event or action that would, in the absence of this Clause, result
                in the
                release or discharge of the Guarantor from the performance or observance
                of any of the Guarantee Obligations, other than the performance
                thereof;

            


       

      	(x)  	
              the
                default or failure of the Guarantor to fully perform any of its Guarantee
                Obligations;

            


       

      	(xi)  	
              any
                other circumstances which might otherwise constitute a legal or equitable
                discharge or defense of a surety or a
                guarantor;

            


       

      	(xii)  	
              the
                actual or purported assignment of this Charter or of any of the Guarantee
                Obligations;

            


       

      	(xiii)  	
              to
                the extent permitted by law, the release or discharge of the Guarantor
                from the performance or observance of any guaranteed obligation,
                covenant
                or agreement contained herein by operation of
                law;

            


       

      	(xiv)  	
              any
                limitation on the liability or obligations of the Charterer under
                this
                Charter or any termination, cancellation, frustration, invalidity
                or
                unenforceability, in whole or in part, of this Charter, or any term
                thereof;

            


       

      	(xv)  	
              the
                merger or consolidation or any sale, lease or transfer of any or
                all of
                the assets of the Charterer or the Guarantor to any person;
                or

            


       

      	(xvi)  	
              any
                other occurrence whatsoever, whether similar or dissimilar to the
                foregoing.

            


       

      (3) Waiver
        by Guarantor; Expenses.
        The
        Guarantor hereby expressly (a) waives notice from the Owner of its acceptance
        and reliance on the Guarantor’s Guarantee or of any action taken or omitted in
        reliance hereon, (b) waives diligence, presentment, demand for payment, protest,
        any requirement that any right or power be exhausted or any action be taken
        against the Charterer or against any security for the Charterer’s obligations
        under this Charter, (c) waives any right to require a proceeding first against
        the Charterer or to exhaust any security for the performance of the obligations
        of the Charterer, (d) agrees that the liability of the Guarantor shall not
        be
        affected or decreased by any amendment, termination, extension, renewal,
        waiver,
        modification or any, pledge or assignment of this Charter or the rejection
        or
        disaffirmance thereof in any bankruptcy or like proceedings, and (e) agrees
        that
        if any payment under this Charter is rescinded or otherwise must be returned
        by
        the Owner or any assignee thereof for any reason whatsoever, then the Guarantee
        Obligations shall continue to be effective or reinstated with respect to
        such
        payment as though the Owner had never received such payment. The Guarantor
        agrees to pay all costs, fees, commissions and expenses (including, without
        limitation, all court costs and reasonable attorneys’ fees) which may be
        incurred by the Owner in enforcing or attempting to enforce the Guarantee
        Obligations following any default on the part of the Guarantor hereunder,
        whether the same shall be enforced by suit or otherwise. 

       

      (4) Other
        Security.
        The
        Owner may pursue its rights and remedies against the Guarantor notwithstanding
        (a) any security granted to the Owner under this Charter; and (b) any action
        taken or omitted to be taken by the Owner to enforce any of the rights or
        remedies with respect to any other security.

       

      (5) No
        Set-off by the Guarantor.
        No
        set-off, abatement, recoupment, counterclaim, reduction or diminution of
        an
        obligation, or any defense of any kind or nature which the Guarantor has
        or may
        have with respect to a claim hereunder, shall be available hereunder to the
        Guarantor against the Owner.

       

      


       

      [Signature
        Page Follows]

       

      


       

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
        executed and delivered as of the date first written above.

      


      BEEKMAN
        SHIPPING CORP.,

      the
        Charterer

      


      


      By: 
        /s/
        Christophil Costas      
        Name: 
          Christophil Costas

        Title: 
          Attorney-in-fact

         

      

      


      RUSHMORE
        SHIPPING LLC,

      the
        Owner

      


      


      By:
/s/Carol
        Ann Malinowski 

      Name:
        Carol Ann Malinowski 

      Title:
        Secretary

       

      
 

      TBS
        INTERNATIONAL LIMITED,

      the
        Guarantor

      


      


      By:
/s/
        Christophil Costas      
        Name: 
          Christophil Costas

        Title: 
          Attorney-in-fact

      

      


      


      NOTARIAL
        CERTIFICATE

      


      STATE
        OF
        NEW YORK )

      )
        ss:

      COUNTY
        OF
        NEW YORK )

      


      BE
        IT
        KNOWN that on this 30
        day of
        January, 2007, personally appeared before me Christophil Costas,
        to me
        known, and known to me to be the person who executed the foregoing document.
        Be
        it further known that said Christophil Costas produced
        sufficient proof that he is the Attorney-in-fact of
        Beekman Shipping Corp., and that he was duly empowered to execute and deliver
        the aforesaid document on behalf of Beekman Shipping Corp. in such capacity.
        

      


      


      __/s/_Sonia
        D. Odom_________________________ 

      Notary
        Public

      


      


      NOTARIAL
        CERTIFICATE

      


      STATE
        OF
        CONNECTICUT )

      )
        ss:

      COUNTY
        OF
        FAIRFIELD )

      


      BE
        IT
        KNOWN that on this 30
        day of
        January, 2007, personally appeared before me Carol Ann Malinowski,
        to me
        known, and known to me to be the person who executed the foregoing document.
        Be
        it further known that said Carol Ann Malinowski produced
        sufficient proof that he/she is the Secretary of
        Rushmore Shipping LLC, and that she was duly empowered to execute and deliver
        the aforesaid document on behalf of Rushmore Shipping LLC in such capacity.
        

      


      


      _/s/_Sonia
        D. Odom_________________________ 

      Notary
        Public

      


      


      NOTARIAL
        CERTIFICATE

      


      STATE
        OF
        NEW YORK )

      )
        ss:

      COUNTY
        OF
        NEW YORK )

      


      BE
        IT
        KNOWN that on this 30
        day of
        January, 2007, personally appeared before me Christophil Costas,
        to me
        known, and known to me to be the person who executed the foregoing document.
        Be
        it further known that said Christophil Costas produced
        sufficient proof that he is the Attorney-in-fact of
        TBS
        International Limited, and that he was duly empowered to execute and deliver
        the
        aforesaid document on behalf of TBS International Limited in such capacity.
        

      


      


      __/s/_Sonia
        D. Odom_________________________ 

      Notary
        Public

      


      


      


      


      


      


      


      


      


      


      SCHEDULE
        I

      


      A
        sale of
        the Vessel pursuant to the exercise of the Call Option by the Charterer shall,
        in addition to the provisions of Clause 42, be pursuant to the terms and
        conditions of the MOA in the form attached to the Document Appendix as Exhibit
        A. 

      


       

      SCHEDULE
        II

       

      With
        bank:  HSBC
        Bank
        USA, New York, NY 

      ABA:
          021
        001
        088 

      Swift:
          MRMDUS33

      CHIPS:
         0108

      Account:
         000.301.787
        

      In
        name
        of:  DVB
        Bank
        America NV

      Reference:
         For
        further credit account : 170.000.6320

      (Rushmore
        Shipping LLC)

      


      SCHEDULE
        III

      


      1. The
        following documents in the form set forth in the separate Document Appendix,
        duly executed by the party(s) thereto, are covered under Clause
        28(3)(c):

      


      
        	
                A.

              	
                Manager’s
                  Undertaking (Technical and Commercial), and each document required
                  to be
                  delivered thereunder;

              


      

       

      
        	
                B.

              	
                Deletion
                  Letter (undated) with respect to the deletion of the Vessel from
                  the
                  Bareboat Charter Registry; and

              


      

       

      
        	
                C.

              	
                Deletion
                  Power of Attorney, duly executed
                  in counterparts (and,
                  if executed by any party thereto outside of the Republic of the
                  Philippines, duly consularized before a consulate of the Republic
                  of the
                  Philippines in the jurisdiction of
                  execution).

              


      

       

      
        	
                D.

              	
                Insurance
                  Assignment with respect to the Insurances, and Notice of Assignment
                  thereof.

              


      

       

      
        	
                E.

              	
                A
                  certificate by the president or secretary of the Technical Manager
                  identifying and giving the address and other communication details
                  of the
                  ISM Responsible Person(s) as defined in the ISM Code, and attaching
                  copies
                  of (i) the Document of Compliance; (ii) the Safety Management Certificate
                  of the Vessels; (iii) such other ISM documentation as may be requested
                  by
                  the Owner. 

              


      

       

      2. The
        following is referred to in Clause 28(3)(e)(vii):

       

      A. A
        certificate of each of the Charterer and the Guarantor, in form and substance
        satisfactory to the Mortgagee, duly signed on behalf of each by the president
        or
        the secretary (or equivalent officer) thereof, dated as of the date of the
        Closing (the statements made in such certificate shall be true on and as
        of the
        date of the Closing), certifying as to:

       

      (i) the
        absence of any amendments to the constitutive documents of such party since
        the
        date of the certificate referred to in Clause 28(3)(d) above;

       

      (ii) the
        absence of any proceeding for the dissolution or liquidation of such
        party;

       

      (iii) the
        veracity in all material respects of the representations and warranties
        contained in this Charter, and all as though made on and as of the date of
        the
        Closing;

       

      (iv) all
        financial and other information which has been provided in writing by or
        on
        behalf of the Guarantor to the Owner and Mortgagee in connection with the
        Charter and Mortgage was true and accurate at the time it was given, there
        are
        no other facts or matters the omission of which would have made or make any
        such
        information false or misleading and there has been no material adverse change
        in
        the financial condition, operations or business prospects of the Guarantor
        since
        the date on which such information was provided.

       

      (v) there
        is:
        (x) no
        default on the part of the Charterer under either the MOA or the Charter;
        (y) no
        accrued right of any party thereto to terminate under either the MOA or the
        Charter; (z) no dispute or claim, either asserted or unasserted, by the
        Charterer under either the MOA or the Charter.